


People Who Need People

by lmPerrin



Category: Marvel Ultimate Universe
Genre: Canon Lesbian Character, F/F, Femslash February, Superheroes
Language: English
Status: In-Progress
Published: 2015-02-23
Updated: 2016-03-13
Packaged: 2018-03-14 17:55:21
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 11
Words: 53,632
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3420134
Author URL: https://archiveofourown.org/users/lmPerrin/pseuds/lmPerrin
Summary: <blockquote class="userstuff">
              <p>Jessica Drew is doing her best to stay away from Peter Parker's family. Gwen Stacy actually doesn't give a crap.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Just in case you're not familiar with the Ultimate Universe and would like a VERY simplified backstory: http://aperrintly.tumblr.com/post/111843820143/spider-x-gwen-bare-bones-bullets

Miles Morales in his costume always makes her want to laugh. Black is slimming and he’s so skinny anyway that his legs look like stilts when he’s flipping and swinging. He’s deceptively small and she knows that’s what the security guard is thinking when his hand stops just before it touches the radio clipped to his shirt. He’s not going to call it in, he’s going to take Miles on head to head and now Jess _really_ wants to laugh.

 _Idiot_ , she thinks to herself. Don’t these people watch the news? Spider-Man takes out the Goblin and some Rent-a-Cop thinks he stands a chance? And yup, there goes the guard: one punch, one toss, and he’s slumped against the wall, out cold. Miles is obviously pleased with himself anyway as he unclips the security card from the guard’s belt. It’s probably the rush of being a teenager and taking out someone at least twice his age. Jess gets the same way sometimes, though her thing is less about age more about being a girl dropping some big burly man.

Jess ducks out of the shadows. She’s wearing a baseball cap and a hoodie and on top of that it’s the middle of the night, but she still feels exposed. It’s because she’s not wearing her mask, but pulling it out of the front pouch of her sweater isn’t an option. It was made very clear to her that she wasn’t to get involved because she was SHIELD and SHIELD had a certain level of accountability it needed to maintain. Agents couldn’t just go off on their own personal vendettas. Not without getting a serious talking to by Director Danvers, and Jess would rather not, so no mask. Nothing she couldn’t conceivably deny if someone presented the security footage to her.

Miles tosses her the card. “Ten minutes,” he says, his voice muffled, and Jess twiddles her fingers at him before ducking around the side of the building.

Technically she doesn’t need Miles. She could have taken care of the guard herself, and she’d gotten her hands on the SHIELD tech with only a minimal amount of flirting. But it’s Roxxon, and Miles had his own score to settle with them. She knows what it feels like to have someone pat you on the shoulder and say ‘I’ll take it from here’. There’s no way she could ever do that to Miles.

Not after his mom.

The ground around the back door is littered with cigarette butts. The light on the card scanner blinks green and the lock clicks and Jess slips inside. It’s not the actual Roxxon facility—there’s no way in hell they’d ever be able to break into that fortress—but it _is_ the next best thing: Roxxon’s recovery site. One of them, at least. A Warm Site, with data on backups that’s probably old and probably incomplete, but it’s better than nothing.

Jess closes the door quietly and turns to survey the hallway. She’s studied the building layout and it takes her a second to reconcile the two dimensions in her head with three. She knows where the servers should be and she knows where to plug in the thumb drive and she knows there’s another guard around somewhere, so standing around and sightseeing isn’t really an option. The hall is dim, lit intermittently by squares of fluorescent light, and her footsteps are silent as she walks quickly to the fourth door on the left. There’s a small window in the door at eye level, and she can see the unnatural glow of thousands of blinking green and blue lights. She tries the door on a whim, fully expecting it to be locked, prepared to crawl her way along the ceiling to the guardroom and search for the keys.

The handle turns in her hand.

Jess blinks, not quite able to comprehend just how lucky she’s gotten. She slips inside and the lights snap on overhead.

The smiling stops immediately. She presses herself back against the door, eyes darting, breath held, listening. There’s no scuff of shoes. Nobody clears their throat to ask her if she _‘honestly thinks they’re that stupid_?’ and after a few seconds the lights click off again. Jess lifts her arm experimentally. The light clicks on again, and she breathes a sigh of relief.

Motion sensors.

She pushes away from the door. Adrenaline has made her limbs feel shaky and loose, and she clenches her fists to chase the feeling away as she studies the rows of servers.

They’re arranged in black towers, humming quietly. She doesn’t know if one is better than another to plug the thumb drive into, but that’s not really her job, to know that stuff. She does a quick round of eenie-meenie-miney-mo, twisting the thumb drive between her fingers, before she picks one. Second row, four down, very bottom server. In theory the thumb drive is depositing a line of code that will quietly hijack the server and start sending copies of Roxxon’s data to a remote computer. Specifically the laptop she left with Ganke. Jess slowly counts to ten—instantaneous transfer, the SHIELD tech had said, but Jess wants to be sure. The red light on the thumb drive blinks along with her count. Three, two, one, and the thumb drive is back in her pocket.

She’s idly planning out their return to Miles’s school in her head, wondering if it’s faster to cut across Fulton and not really worried about if there’s anyone waiting for her when she opens the door. It’s a stupid mistake, because of course there is.

“I was wondering why the light was on,” the guard says. He’s big, with a thin layer of yellow-orange fuzz covering his square head. He stands like he knows how to handle himself. There’s a taser in his left hand.

Jess ducks her head and raises her hands slowly.

“I called the cops. You don’t give me any trouble and I promise not to use this.” He taps the taser in his palm.

Jess nods. She does the math. Average NYPD response time is between eight and nine minutes. She has about five minutes to play with. Four to be safe. She eyes the taser from under the brim of her cap.

“What do you think you’re doing here anyway, huh? You think you’re smooth shit, sneaking in? You think—”

With a quick snap of her wrist, Jess lets loose a short burst of web. It hits the taser squarely, knocking it out of the guard’s hand. He swears, surprised, and when he looks down to see where it landed Jess takes off.

She can hear his heavy boots thudding against the tile as he chases after her. Maybe if they had a bit more hallway to run down he’d stand a chance, but when she hits the door he’s still five steps behind and there’s not a normal person in the world who can catch her out in the open. She doesn’t slow as she bursts into the alley, simply runs straight at the next wall. Her sneakers hit the brick and her momentum carries her a few feet up before her hands take over. It’s the easiest thing in the world, climbing up the side of the building. She points her toes out so that her knees don’t scrape the brick. In the distance she can hear sirens. Not at all unusual for New York in the middle of the night, but she’d rather not be in the area if those sirens are for her.

Jess hoists herself over the side of the roof. The guard is swearing. She can hear the _tick_ of small rocks as he hurls them against the wall after her.

Miles drops out of the dark onto the roof next to her. “I see you two hit it off.”

“Hold this.” Jess hands him her ball cap and slips her mask from the front pocket of her hoodie. She pulls it over her head quickly and the sense of security at having her features hidden is immediate. Miles hands her back the cap and Jess puts it on backwards.

“So fashionable.”

“I can’t exactly leave it here.”

“I’m just saying. Don’t be surprised if _Vogue_ calls tomorrow.”

Jess rolls her eyes. “Cops are coming.”

“Say no more.” Miles jogs to the opposite edge of the roof. He swings his arms dramatically, like a kid about to jump into a pool, then launches himself into air. There’s an audible click when his web shooters kick in, weaving a line of web with a sound not unlike an aerosol can of silly string. Jess follows him over the side. Her own webs are quiet—just a small _thwip_ —and unlike Miles she doesn’t have to worry about running out.

He takes the straight path, trying to conserve his web, while Jess darts back and forth over and between buildings. It doesn’t take a lot of thinking anymore and it’s fun to mess around once in awhile. She _deserves_ a little fun. She just planned and executed her very own infiltration operation and practically got away clean. She swings low across a street—lower than is really safe with the cars—then slingshots herself up into the air. She glides, legs bent and arms spread. It feels different, the way the air drags against her street clothes, like she could glide forever. She waits until the last possible moment to shoot another web and catch herself. The way her stomach drops is exhilarating, and she’s grinning like an idiot when her web goes taut and snaps her back into the air.

“Show off!” Miles shouts, but he’s laughing as Jess swings up from underneath him. He knows what it feels like, to test the angles and play with gravity, and Jess knows if he had the web he’d be right behind her, flipping and somersaulting through the air.

Miles’s charter school is in the heart of Brooklyn, which means from the time they leave Roxxon’s Warm Site they never have to set foot on the ground. Miles’s window is open and Ganke is up playing a video game when they drop in.

“Dude,” Ganke says. “Your laptop’s been, like, losing its shit for the past half hour.”

Jess pulls her mask off and turns her hat back around. The laptop is on Miles’s desk. Lines of code are scorching across the screen. Miles leans against the desk next to her.

“That’s what it’s supposed to be doing, right?”

“Pretty sure.”

“Do you know what this stuff says?”

“No idea,” Jess admits. “Sue Storm does, though.”

“I don’t know her.”

“She’s not a fan of Roxxon, either.”

Miles snorts. “Who is?” he mutters darkly. “I’m going to change.”

“You gonna stay for pizza, J.D.?” Ganke asks. He’s squinting at the television, his tongue poking out in concentration as he pounds his thumb against the controller.

Miles pokes his head out of his bedroom. “You ordered pizza?”

“Course.”

“Dude,” Miles says approvingly. He ducks back into his room.

“Yeah?” Ganke prods her, “Pizza?”

Jess leans against Miles’s desk and twists her mask in her hands. “I should probably go.” She doesn’t want to be rude, but it feels weird hanging out with Miles and Ganke outside of hero business. They’re nice guys but it’s hard to shake the feeling that they’re only asking her to stick around to be polite. “I don’t want somebody to trace the data flow back here.”

Ganke glances at her. “They can do that?”

Truthfully Jess has no clue, but it sounds probable. She gestures toward the television. “What are you playing?”

“Bioshock.”

She has no idea what that even means. She nods anyway.

“Pop a squat.” Ganke slides over on the couch, making room. “Watch the master work.”

Reluctantly, Jess sits. She should go home, get a few hours of sleep before she makes the trip to the Baxter Building in the morning, but she can’t leave before thanking Miles for his help. She watches Ganke guide a pair of hands through an underwater tunnel.

“There’s this Big Daddy waiting for me at the end of this thing and he’s killed me twice already, so I apologize in advance for swearing.”

“Um. Okay.”

Miles walks out of his bedroom wearing black sweatpants and a white t-shirt. Jess stands, ready to leave thank him and split, and someone knocks on the door.

“Miles!” Ganke shouts.

“Dude, I’m _right_ _here_ ,” Miles mutters. He opens the door.

It’s not the pizza guy.

“Miles,” Gwen Stacy snaps, “what the hell were you—” Her eyes flick to Jessica and she stops. Jess freezes, a sick heat creeping up her neck. There’s recognition in Gwen’s eyes and Jess knows it’s in hers too, but it’s there for all the wrong reasons. To his credit, Miles seems to know something’s wrong. He swings the door shut quickly, leaving only the smallest of gaps to talk to Gwen through, but the damage’s been done.

“Who is that?” Gwen demands, and Jess dives for the laptop. She hears Gwen slam her hand against the door, hears her trying to push her way past Miles. She tucks the laptop under her arm and stuffs her mask in her pocket.

“See you,” she says quickly to Ganke. She climbs out the window and hop-crawls up to the roof one handed. Her heart is slamming in her chest. Seeing Gwen shouldn’t be more nerve-wracking than facing down Doctor Octavius, but it is. She’s been so careful to stay away from them all—from Gwen, from Aunt May, from Mary Jane, and then to have Gwen show up like this…

Her adrenaline is spiking in the worst way.

Jess’s almost to the roof when Gwen shouts up at her, “Wait!”

Jess glances over her shoulder. Gwen is leaning half out the window, her face twisted in desperation. Miles stands behind her, looking up apologetically. Jess keeps climbing.

 _“Peter!”_  

* * *

 

Jess doesn’t sleep well. She’s exhausted but she can’t help but replay Gwen’s voice screaming for Peter in her head over and over. It makes her stomach pitch. When her alarm blares at six it feels like she’s only just closed her eyes. Her head feels tight and her eyes are dry and she’d really rather just stay in bed for another hour or so, but Manhattan is a forty-five minute trip and she doesn’t have time to waste.

She pulls the straps of her backpack tight, the laptop a comfortable weight pulling on her shoulders. The early morning air is cold and New York is just coming to life beneath her when she sets out. By the time she hits Manhattan the sun is up, reflecting off of the glass and metal skyscrapers framing the streets. The Baxter Building is easy to pick out, even when she’s still far enough away that it’s barely a speck on the skyline. It looks like something out of Frank Lloyd Wright’s imagination, all clean lines and jutting squares and glass. It’s elegant, especially compared to the straight columns of steel and glass around it. It’s extremely tempting to stick herself to a window and knock, just for fun, but it’s the Baxter Building and who knows what sort of nasty things Sue Storm’s thought up to keep bad guys out, so Jess swallows her pride and uses the front door. The doorman doesn’t bat an eye when she lands in front of him. On the scale of weirdness he’s seen she probably doesn’t even register. Hell, Ben Grimm turns purple and he _lives_ here.

It’s Ben that opens the penthouse door for her, wearing a pair of sweatpants and nothing else. Whenever she stands next to Ben Grimm she has to remind herself that she’s not actually as small as he makes her feel. Right now his skin is normal and pink. He’s absolutely _ripped_.

“’Sup Jess?” Ben offers his palm for a high five. He’s easy going and relaxed and Jess can’t help but grin up at him. “Sue’s eating breakfast. You hungry?”

“I ate, but thanks.” Jess shrugs out of her backpack and follows Ben to the kitchen. Sue’s sitting at the kitchen counter eating apple slices and toast and scrolling on a tablet. She glances up and smiles and Jess is struck for what feels like the millionth time by how genuine Sue is.

“I’ve been told that under no circumstances am I to accept anything from you,” Sue says. She sets the tablet down and rocks back on her stool. “So is the bag for me?”

“The laptop in the bag is,” Jess clarifies. She sets the backpack on the island. “Who talked to you?”

“Give you one guess.”

“Director Danvers,” Jess says, her stomach sinking. She hadn’t expected to actually get away with it, but she had hoped for more than a few hours before being chewed out.

“Bingo.” Ben takes a long drink of milk from the carton.

“Get a cup,” Sue chastises him, but she says it fondly. Ben winks at her. “She called me this morning,” Sue says, turning her attention back to Jess. “She said you were probably going to show up and whatever you might ask me to do was not sanctioned and if I knew what was good for me I’d tell you no.”

“And what did you say?”

Sue snorts. “I don’t answer to SHIELD. I said bite me.”

“I’m sure she appreciated that.”

“I wouldn’t know. I hung up on her.”

Sue sounds pleased with herself, but inwardly Jess cringes. Maybe Danvers can’t yell at Sue, but she can certainly yell at Jess. It’s more fuel for the Director’s fire.

Sue wipes her hands. “So what did you bring me?”

“Hopefully…” Jess unzips the backpack and pulls the laptop out. “A big pile of Roxxon files that say they’re still up to no good and need to be arrested.”

Sue’s face goes hard. “Roxxon, huh?”

“Our favorite,” Ben quips. He sounds just as serious as Sue. Jess watches them exchange a look; it says a million things in a split second and makes her feel strangely lonely.

Sue holds her hand out and Jess passes her the laptop.

“It’s just a bunch of code,” Jess says. “I mean, I think it’s code.”

“It’s code,” Sue verifies. She sniffs and leans forward, studying the screen, her forehead pinched in concentration. “I have a few programs I can run it through, get you something solid to work with.”

“No hurry.”

“It’ll be fun.” Sue grins. “How’d you get this anyway?”

“Some code thing that I swiped from SHIELD.”

Sue’s eyes light up. “You left a line of code on Roxxon’s servers?”

“Yeah…”

“And it’s linked to the laptop?”

“Yes.”

Sue looks at Ben, a slow, delighted smile crossing her face. “If you ever need help finding a Christmas present for me, just take Jess shopping with you.”

Ben drops a heavy hand on Jess’s shoulder. He sighs. “Thanks. She’s going to be glued to that screen for the next week.”

Jess winces apologetically. “I’m sorry.”

Ben waves her off good-naturedly. “Nah. She needs stuff like this to keep her brain busy. Otherwise she starts trying to weaponize my phone.”

“That was one time,” Sue says distractedly. She’s already completely engrossed in the laptop. “How much time do I get to play, Jess?”

“As much as you want. I just want to know if they’re doing anything they shouldn’t be.”

“I don’t think there’s any question of that.” Sue says humorlessly.

Exactly what Jess is thinking. 

* * *

 

Director Danvers finds her in the locker room minutes after Jess walks into SHIELD headquarters.

“Don’t put that on,” Danvers says, and Jess sets her standard issue SHIELD jumpsuit on the bench.

“Have a seat.”

Jess sits. Danvers is leaning against the set of lockers closest to the door, her arms crossed. She’s wearing her standard black suit and thin tie and sunglasses and her blonde hair hangs loose around her shoulders.

It’s very distracting.

Jess can feel the heat from Danvers’s glare. She’s learned enough about interrogation techniques by now to know that Danvers is waiting to see if she’s going to break under the weight of the silence. Jess bites the inside of her cheek to ward off the temptation.

“Correct me if I’m wrong,” Danvers says, “but did I or did I not tell you to drop the Roxxon fetish?”

Jess curls her fingers around the edge of the bench and squeezes. “You did.”

“And yet here we are. Care to explain that?”

Jess shakes her head.

“No. So does that mean you don’t have a good reason? That you’re running around starting political and judicial shit storms for me to handle just for kicks?”

Jess clenches her jaw and glares at the floor. Her reasons are personal, and Danvers has told her more than once that as an agent of SHIELD personal gets left at the door. SHIELD’s too big, too important, to get muddied up by _personal_. Which is fine in theory, except Jess can’t just shut the personal off.

“We’ve talked about this,” Danvers says. There’s a flinty quality to her voice. “And since you obviously think I’m talking out the side of my mouth when I tell you to drop the Roxxon bullshit, then let me try something new. You’re messing with stuff you’re not equipped to deal with, and you’re dragging the kid down with you.”

Jess glances up.

“I understand the vendetta you both have with that company. You think I don’t get it?” Danvers flashes her teeth. It’s not quite a smile, more like a grimace, but maybe that’s as close as it gets. “Believe me. I get it. But this vigilante business is _not_ going to end well. You’re breaking and entering, stealing sensitive information, and I don’t care if they’re making clones of _me_ ; the fact that they might be doing illegal shit doesn’t give you amnesty. If you get the information illegally you’re in just as much trouble as they are. More, even, because they can always claim you planted the stuff.” Danvers ducks her head, fixing Jess with a blue-eyed stare over the rims of her sunglasses. “The two of you are either going to end up in jail or dead. And I would think, after the shitty year Morales has had so far, you’d want to do your damn best to make sure that neither of those things happen.”

Jess stares at her feet. She doesn’t answer. She doesn’t have to—she knows Danvers can see the defeat in the slump of her shoulders. She feels like she’s betraying herself, betraying Miles, but Danvers is right. This isn’t something Miles should be mixed up in. She knows that telling him that will only get her laughed at—or punched—but it’s the truth. They’re grasping at straws, rummaging through Roxxon’s garbage bins like a couple of Encyclopedia Brown wannabes with superpowers.

“You can get dressed now,” Danvers says. “Wu is waiting for you in the sparring room.” She straightens and pushes away from the lockers. “And I want that laptop back.”

“It’s at the Baxter Building,” Jess says miserably.

Danvers snorts sardonically as she leaves. “I know _exactly_ where it is,” she calls over her shoulder.

Jess sits for a moment, tracing the stylized eagle sewn into the shoulder of her jumpsuit with her fingertips. She likes working for SHIELD. She feels like she belongs, like she’s doing something important. And even though Danvers hasn’t come right out and said it, the threat of being cut loose should she decide to continue pursuing Roxxon hangs in the air. Shape up or ship out. Jess sighs heavily and begins peeling her dark red Spider-Woman costume from her arms. She _needs_ SHIELD. Needs it more than she needs revenge, because it’s the only thing in her life right now that gives her purpose.

Somehow she doubts Miles will understand.

* * *

 The sparring mat is unforgiving, and after the fifth throw Jess has had enough. She pushes herself to her feet laboriously, her breath coming in short pants. She’s drenched in sweat and there’s a stinging wet feeling above her right eyebrow that’s definitely a mat burn. Wu’s watching her from the other side of the mat, smirking as he bounces on the balls of his feet. She’s distracted and he knows it, and instead of calling it a day he’s ramped up the intensity of his attacks and now she’s good and pissed off.

Jess swipes her hair out of her eyes, fighting to keep her irritation from showing. Her knees and hips are sore, probably bruised, and if she weren’t already in the doghouse she’d tell Wu to fuck off. She’s been playing nice for the past few weeks, keeping her makeshift street fighting techniques out of the sparring room because she _wants_ to learn Judo. Instead of teaching her Wu’s made it his mission to introduce her face to the mat as many times as possible, and he doesn’t make it a secret that he absolutely enjoys doing so.

“Just call me The Rain,” Wu calls across the mat, needling her for a reaction. Jess doesn’t look up. “Wiping the Itsy Bitsy Spider out.”

Someone laughs and Jess sees Wu’s eyes dart to the sidelines. There are a few other SHIELD agents in the room, some watching her and Wu, some doing their own sparring. She watches Wu puff his chest arrogantly.

 _Look at me_ , she thinks sarcastically, _Big Shot Wu, regular old human badass beating up the superhero._ It’s all bullshit, but she knows that’s pretty much exactly what’s running through his head. He’s showing off, trying to prove he’s tough shit. Or that she’s overrated, when in real life he’d never stand a chance. There’s a moratorium on superpowers in the sparring room. On the streets one well placed web shot and Wu would be out of the picture. She respects his hand-to-hand skills, but if he thinks he can legitimately take her out…

Wu makes a bring-it gesture. He’s grinning confidently, one eyebrow raised expectantly. Jess steps forward and bends her knees into the ready position. Someone whistles encouragingly. She’s pretty sure it’s not directed at her.

Wu steps forward. He bends his knees slightly and Jess brings her hands up, ready to grapple, ready to get thrown again, and Wu’s right foot jerks up like a whip. He kicks the outside of her left knee with his instep and Jess falls forward, buckling under the sudden pain. She feels his hands catch her shoulders—it’s Krav Maga now, the asshole’s switched it up, and she knows the knee is coming next. She arches her back and tries to block his knee with her hands but he still manages to slam it solidly against her sternum. She doesn’t lose her breath but it feels like a thousand watts of electricity have been set loose in her chest. Wu tries to toss her away but she wraps her arms around his waist. She falls and he falls with her. As soon as they hit the mat she can feel him grappling, trying to get an arm around her neck, trying to trap her arms in a Jujitsu hold and Jess is over it. Over Wu, over sparring, over the rules.

She reaches back, not trying for a hold, just trying to find his face, and when she feels the protuberance of his nose she releases a quick blast of web. Wu releases her immediately. Jess rolls away from him quickly. He’s screaming, his screams muffled by a translucent white gob of web. It covers almost his whole face, stopping just shy of his hairline. Wu thrashes on the mat, scrabbling at the webbing. His fingernails catch and he pulls the web free. His face is blood red and there’s a vein on his forehead that’s pulsing.

“You _fuck_!” Wu screams. He leaps to his feet and throws the web at her. “You disgusting little _pissant_!”

He charges her and Jess hits him in the eyes with another blast of webbing. Wu stumbles, screaming incoherently. He reaches for her as he falls and Jess sidesteps him, hopping awkwardly when the motion sends a jolt of pain through her knee.

There’s a crowd gathering and Jess knows when Wu gets the web off and sees his fellow agents gathered around he’s not going to stop trying to hit her. Which is fine, because Jess can web him all day. She sends another shot at his foot, pinning it to the mat, just so he can deal with the embarrassment of trying to get free in front of all his friends. Wu screams when he feels it and slams his fist into the mat. She webs that too, just for the hell of it, and somebody grabs her arm.

“Stop.”

Sharon Carter is glaring at her. Jess never thought anything would feel as horrible as having Carol Danvers give her that look, but Sharon comes pretty close.

“You proved your point,” Sharon says. She drops Jess’s arm.

“I’m going to kill you!” Wu screams. He’s kicking his leg, trying to break the web away from the mat. “I swear to God, I’m gonna—”

“Shut. Up,” Sharon seethes, and Wu does. “You deserved it.” She jerks her head at a few of the assembled agents. “Get him up and get him to the showers.” She pushes on Jess’s shoulder, not waiting to see if her instructions are followed, angling her towards the exit. Jess tries not to limp, but Sharon notices the odd cadence to her gait after five steps.

“Knee okay?”

Jess nods. If she can stretch it out it will be; her thigh muscle feels like it’s frozen in the bent position.

“The sooner you ice it the better.”

Another nod.

“He’s a dick.”

Jess’s too new to agree with that, even if it’s true. She stays silent.

“He’s going to run off and tell Danvers that you broke the No Powers rule,” Sharon continues. She opens the door to the locker room for Jess. “My advice is to go home.”

“Am I fired?” Jess asks, and she hates how small her voice sounds.

Sharon shoots her a reassuring grin. “Nah. It was funny. I guarantee you; Danvers is secretly going to get a kick out of it, especially when I give her the un-Quentin Wu-ifed version of things. Just…appearances, you know? If you stay she’s going to have to yell at you.” Sharon shrugs. “If you think you didn’t hit your quota for the day already, then by all means, stick around.”

“Thanks.”

Sharon pats her on the shoulder once before leaving, and Jess drops in front of her locker heavily. She sighs. She’s only been at headquarters for an hour and she’s managed to get yelled at, collect a handful of bruises, and create an interdepartmental enemy.

She really should have stayed in bed.

* * *

 

Crime rates go up during a heat wave. It’s a statistic she heard on NPR once and maybe it’s true for the petty criminals; people who decide to rob a grocery store or mug someone on a whim, but Jess mostly deals with what Miles calls “The Big Dogs”. Criminals who rely on gadgets or powers, who plan ahead and are prepared and aren’t given to random acts. People that the average cop has no chance against.

So when she hears sirens on her way home, Jess swings a few streets over to check it out. She doesn’t even think about it, just changes directions and tags along, zipping between skyscrapers on automatic. There’s line of five or six cop cars flying through red lights, sirens blaring, and she knows there’s a bad guy at the end of this red and blue rainbow. A bad guy she’s very interested in punching, because if she doesn’t then her next stop is Miles’s and Jess would like to put off that particular conversation for as long as possible. _Hey Miles, just wanted to let you know I’m bowing out of the Roxxon business. Good luck on that closure. See you around, kiddo._ She’s disgusted with herself just for thinking it, but at the same time she doesn’t have any other option.  

She shoots a few quick webs, jerking on them to elevate herself and shooting new ones before she has a chance to fall much. The higher she is the better; she can see the turns the cops take and adjust her path, and more often than not she can take the baddie by surprise and it takes about five seconds to see that the cops arent’s the only ones running red lights.

A good old-fashioned car chase.

In the middle of Brooklyn.

 _Some people_ , Jess thinks to herself. She turns off the cruising speed and starts swinging with a little more purpose, pumping her legs to get the most out of her arcs and sticking each new web at the peak of her swings. She doesn’t have any pesky intersections to worry about and closes on the pursued car in less than a minute. She’s not good with car models but she knows it’s old and a very unfortunate green color and the amount of black exhaust it’s throwing up can’t be good for the ozone. She swings low in front of the lead cop car—just a friendly hey, here I am, don’t shoot me on accident—before launching herself onto the roof of the green car. The driver swerves violently but Jess learned her lesson the first time she tried that particular move. She’s already got her hands planted firmly on the roof. Swerving’s not going to throw her.

She flattens herself to the roof and pulls herself forward. They have to be going close to sixty miles an hour, and she’s amazed the car hasn’t hit or been hit yet.

There’s a squeal of brakes as they scream through an intersection. A taxi clips their back bumper— _Spoke too soon_ —pushing them precariously on two wheels for a moment and Jess readies herself for a clearing leap. The car settles with a bone-rattling _crunch_. The taxi’s spun them in a half circle and the driver wastes no time hitting the accelerator again and squealing out of the middle of the intersection. Jess glances over her shoulder. The taxi’s front end is crumpled and smoking and it’s effectively blocking the cruisers from pursuing. She lifts a hand, hoping one of the cops sees it and interprets it as _I’ve got this_ and not _I’m with the bad guys, see you later_.

Jess spreads her arms for balance and drops her head over the hood of the car, looking straight through the windshield, trying for the shock factor. Sometimes they’re surprised enough to crash the car.

The face of a baboon and the nozzle of semi-automatic stare back at her.

Jess jerks her head back a split second before bullets rip through the windshield. _What the hell?!?_ She rolls to the left and off the top of the car, fixing herself back-first to the side of the car as more bullets rip through the roof. The shooting stops and Jess whips herself back onto the roof. She gathers her legs beneath her and leaps. The gun goes off again as her feet leave the roof, and Jess rockets ahead with a few well timed slingshots. There’s an enormous flagpole jutting out from the side of a bank and Jess whips herself up and around it, flying straight into the air and twisting so that she’s facing the car head on. She drops straight down and prays the driver hasn’t seen her in the air, that he’s not lining her up in his sights—

She fires a quick stream of web, changing her angle of approach at the last moment so that instead of falling onto the hood she crashes through the windshield feet first. She leads with her heels, knees locked so that she’s a battering ram and not a pool noodle. Even though the glass is weakened by the bullet holes the impact still sends a shockwave of pain through her sore knee.

There’s an explosion of glass and Jess slams into the passenger seat gracelessly. Her back is pressed against the dashboard, her head still not quite inside the car, but the driver’s too close to miss with even the most uncoordinated of kicks.

She kicks him and keeps kicking him—there’s not much power behind it, she only has her knee for power, but it’s enough to keep him distracted and to keep his grip on his gun tenuous at best.

He grunts and turns and screams at her and it’s not a mask, he’s seriously got the head of a baboon with the red nose and sharp teeth and everything and Jess kicks a little bit faster.

“You little—” the Baboon man hisses at her and reaches across his body, trying to punch her while he steers with his gun hand. She manages to land a solid kick to the side of his face with her toes. He swerves and Jess’s spider-sense kicks in. It’s a tingly feeling that she’s pretty sure means _you’re gonna crash_ and a split second later the car comes to a loud and abrupt stop and Jess is airborne. She manages to stop herself from hitting the sidewalk headfirst but she’s not fast enough to stop the fall completely. She rolls. It hurts.

She picks herself up slowly. Her costume is ripped and her knees are bleeding and she can tell that at least one of her elbows is no better off.

The car’s grill is caved in around a yellow fire hydrant. There’s water leaking from the cap, spreading across the pavement, and she’s surprised the whole thing didn’t blow and drench her because that’s just how this day is going.

Baboon Man is moving, trying to get out of the car. She can hear sirens in the distance. His gun is lying on the pavement a few feet away from her; with a tired flick of her wrist Jess sticks it with web and launches it into the air, catching it in a small web several feet above the ground as it descends.

Baboon Man falls out onto the pavement. He scrambles to his feet and drags a small duffel bag out behind him.

“You’ll regret…messing with The Mandrill,” he wheezes. There’s a bit of dark blood running out of his flattened nose.

“What _are_ you?” Jess asks, drained. He flips her off and starts out in a shuffling run. He hitches the duffel bag up onto his shoulder.

“Give me a break,” Jess says. She shoots a string of web at his legs and then another. She pulls, toppling him, and The Mandrill screams. It’s loud and inhuman.

“You _dare_ —” The Mandrill pulls on the web. “You _puny_ little…”

Jess walks forward, winding his legs together as she approaches. The Mandrill stills, watching her, his mouth parted slightly, and it honestly freaks Jess out. Up until now he’s acted distinctly human, even with the screaming and hissing. Now he looks like a trapped animal, the long hair on his neck raised threateningly, his sharp yellow teeth barred. Jess slows. The tingling is there again. She takes a step back.

The Mandrill lunges—his arms are longer than she’s realized and she’s too slow to get away. He grabs her by the leg and tries to pull himself up—he reaches up, towards her face, and there’s a quiet _pop_ followed by the distinct smell of almonds and disinfectant that hits her in the back of the throat. Jess chokes and falls back and the Mandrill lets her go. She tries to inhale clean air, tries to chase the horrid smell from her nostrils, but it’s sticking—

“Good girl,” The Mandrill says. He’s on his hands and knees, watching her. “Good girl.”

His voice makes her head fuzzy. Jess staggers.

“You’re a good girl. You’re going to let me up, aren’t you? You’re going to let me go. Yes you are.”

 _Drugged_ , Jess thinks numbly as her blood roars in her ears. She wants to do what he says, _really_ wants to, but there’s a part of her that’s revolted and wants to fight. She needs to breathe. She pulls the bottom of her mask up and tries to take a deep breath. The smell is on her tongue, tacky and thick. Her face is burning.

“Come closer,” the Mandrill purrs. Jess takes a step forward, and the warm relief she feels at obeying is frighteningly intoxicating.

 _Stop_ , a small voice in the back of her mind whispers. Jess stops. The Mandrill curls his fingers. He opens his mouth, and somehow she knows she can’t let him speak again. Her arm feels heavy but the web comes easily and even if her aim’s not the greatest The Mandrill is too close to miss. His enormous head snaps back. He howls indistinctly and thrashes, trying to pull the web from his mouth and eyes.

Jess stumbles away. She’s still reeling and sluggish but at least the desire to help The Mandrill is mostly gone. Her ears are suddenly hyper-sensitive, as if they’re straining to pick up even the slightest of sounds from The Mandrill but all they manage to do is turn the approaching sirens into a cacophony of sound that makes her head ring.

 _Away_. Jess presses a hand to her head and tries to ignore the fact that the pavement is rolling under her feet. _Get away_.

 _Up_.

She crawls up the side of the nearest building, eyes closed, chest pressed against the brick, trying to breath. She doesn’t feel like she’s going to be sick but she’s had her blood drawn before and this feels awfully similar to the aftermath of that: head too hot, cold sweat wracking her body, vision greying at the edges.

_Home. Get home._

She swings from the roof clumsily and immediately regrets doing so. She’s afraid she’s going to pass out and fall, and for a moment the fear sharpens her senses. She’s not exactly sure where she is. North is…north is New York. And Manhattan is…somewhere. And right now she’s swinging...

_Towards that steeple._

She recognizes an intricate copper-green church steeple in the distance and knows she spins around that and heads left. Can actually imagine herself doing it and the image is so crystal clear in her head that Jess doesn’t question it, just fixes her eyes on it and gives herself a goal.

_Steeple. Left. And then…_

She doesn’t know. Things are familiar but not and she can’t hold onto any one train of thought and follow it to the finish. It’s enough that she’s moving, that _home_ is in the forefront of her mind.

_Left. Yes. Lower._

There’s a logo on a building that she recognizes and it triggers another change in direction.

The skyscrapers fade away.

No, that’s…that’s not right. She doesn’t…she doesn’t have to walk. Not ever. She lives…lives on the sixth floor. There aren’t…there shouldn’t be houses.

Jess sags against a tall picket fence weakly. She’s shaking badly. She’s going to be sick. She doesn’t know where she is, doesn’t know why it all feels so familiar, but she’s next to the street and anybody passing by in a car can see her. She puts her hands on the top of the fence and pulls. Her head clears the top of the fence and she rolls weakly, dragging her legs up behind her. The backyard she’s about to drop into leads to a small white two story and suddenly Jess gets it.

It’s Peter’s house.

 _No_ , she thinks weakly. She tries to push herself back—the sidewalk is better than May Parker’s backyard—but she’s too far gone and her head is far too heavy to lift. She falls and lands facedown in the grass. The feeling of safety that washes over her is false. She knows it’s false, because it’s what Peter would feel and she’s not Peter. She makes one last weak attempt to move, closes her fist around a tuft of grass and then the black closes on her.

* * *

 

The pounding in her head gradually drags Jess back to consciousness. She cracks her eyes open. It’s dark and she’s on her back and everything is blurry, but it’s definitely not her ceiling above her head. It’s too close and there’s not enough light coming through the window from the street below. She sits up quickly—faster than she should, and for a moment the pain cripples her. She leans forward, breathing deeply, and the day starts to filter back. Wu, The Mandrill, May Parker’s backyard…

She lifts her head and squints. There are large black squares on the walls—posters, and there’s a desk, and she knows next to the desk is a small closet. It’s all vaguely familiar, like she’s remembering a dream and she knows: she’s in Peter’s house. She’s in Gwen Stacy’s room. For a moment Jess is frozen in panic. She _can’t_ be here. She’s spent years shoving Peter’s memories to the back, spent years fighting the loneliness, the desire to see Aunt—no, _not_ Aunt May, May Parker—and in one afternoon she’s managed to destroy all of that. She’s here, and this is the last place on earth she _should_ be.

 _You were drugged_ , she tells herself, _you weren’t in control; not really_ , but it doesn’t make her feel any better. She has an image in her head of May finding her in the backyard, of Gwen and May carrying her into the house, and it makes her stomach twist. She never wanted to put them through this. Not while Peter was alive and certainly not now that he was gone.

Jess swings her feet over the side of the bed, ready to flee, ready to slam the old window leading to the roof past the halfway point where she knows it will stick—she wishes she didn’t know that—and stands. Her heel hits something soft and pliant. The something moves and Jess loses her balance. She falls back onto the bed.

"Ow.” Someone shifts in the dark on the floor and Jess scrambles across the bed, ready to climb up to the ceiling, but her hands slip uselessly on the smooth wall. The voice hisses: “Shit."

A lamp next to the bed clicks on and Gwen Stacy blinks up at Jess. Her blonde hair is rumpled and sticking up in the back. She squints and rubs her eyes. "Oh good. You're awake.” She stretches and then she winces and touches a hand to her stomach. “Ow."

"Sorry.” Jess’s breath is coming short and fast. For the second time in less than 24 hours she’s face to face with Gwen Stacy, a girl Jess remembers and yet knows she’s never actually met. The urge to flee is unrelenting. She does not know what to do. She doesn’t want to be here. Jess presses herself more firmly against the wall. “I'm sorry."

Gwen shrugs. "It's okay.” She runs a hand through her hair, trying to smooth it. “Hey, calm down, alright? I'm fine."

"I'm—” Jess can’t seem to stop looking for an escape route. She feels trapped, like the walls are closing in. “I shouldn't—I shouldn't be here. I shouldn't—"  
"Dude.” Gwen moves closer. She props her elbows on the side of the bed and leans forward. “Breathe. You came _here_ , alright?"

"I didn't—I didn't mean it.” Jess stands slowly, sliding up the wall. She can jump for the window. It’s locked, but the latch will only take her a second to throw and Gwen probably won’t get to her feet fast enough to stop her. “I shouldn't have—"

"Can you sit, please?” Gwen shakes her head. “You're freaking me out."

Jess sits. She closes her eyes and tries to settle her breathing. She brings her hands to her face. They’re rough and wooly against her skin and suddenly it makes sense why she couldn’t climb the wall. “Why do I have socks on my hands?”

"You woke up and started—” Gwen stops and twists her lips thoughtfully. “Well, not _really_ woke up. More like hallucinating. You started webbing up my room, so I put socks on your hands." 

The socks are mismatched grey and black and reach almost to her elbows. Awkwardly, Jess starts to pull the left sock off.  
  
"So your webs are natural. That's cool. Kind of gross, but cool."

Jess doesn’t know if it’s either, really. It’s how she was born. _Made_. She’s only ever had natural webbing. She peels the sock on her right hand away.

"Can I ask what your name is?"

"Which one?" Jess mutters. It’s out before she even realizes she’s thinking it. She feels a hot rush of blood to her cheeks, but Gwen doesn’t seem to have heard her.

"What’d you say?"

Jess shakes her head quickly. "Nothing."  
Gwen studies her for a moment, her blue eyes humorless and dark. "You look like Peter."

And there it is. Jess feels her heart rate spike again. She can’t do this. She knew that they’d get here eventually, but she can’t do this. She doesn’t have the words and she’s pretty sure Gwen doesn’t actually want to know. She swallows and then licks her lips. “Do you have any water?”

Again, Gwen studies her in silence. Jess feels completely exposed, like the deepest darkest parts of her aren’t nearly deep or dark enough.

“Yeah,” Gwen says finally. She shoves the blankets away from her legs and stands. She’s wearing plaid pajama bottoms and a T-Shirt that’s two sizes too big advertising a band Jess has never heard of. “I’ll get you a glass.”

“Thank you.”

Gwen stops at the door. “On one condition. You don’t sneak out while I go downstairs.”

Jess nods. “Okay.”

Gwen glares. “I’m serious.”

“Yes. Fine.”

Gwen opens the door quietly and slips into the hall. Jess hears the first step creak and then nothing. Gwen is waiting at the top of the stairs, listening, waiting for Jess to try to break her promise. Jess holds her breath, listening right back. After a moment the step creaks again and she can hear Gwen swishing quietly down the stairs. 

Jess waits until she hears the tap running in the kitchen before she scrambles off of the bed and opens the window. She ducks out onto the roof. The night is humid and she realizes she’s forgotten her mask when she takes her first deep breath and doesn’t smell the fabric across her nose. She hesitates, but she can’t go back. Gwen will be just coming up the stairs, and she needs to be gone.

Jess bear-walks over the sharp roof, dropping down in the front yard and then sets off in a slow jog. She’s in Forest Hills, Queens, running past houses, and there aren’t really any tall buildings around to make her trip back to New York City more convenient. She’s going to hitch a ride on top of the first taxi she sees, because _hell_ no is she running all the way. Everything hurts. Her head, her back, her legs—she’s calling in sick tomorrow. She’s had enough excitement to last a week.

It’s good, thinking about the pain. Thinking about how to step so that her knee doesn’t twinge. It keeps her from thinking about the look on Gwen Stacy’s face when she realizes Jess is gone.


	2. Chapter 2

Jess sleeps.

And sleeps.

She wakes up on her own and she can’t remember the last time that’s happened. Her headache is gone, and even though she’s still sore she feels better than she has any right to. She rolls over and fumbles for her SHIELD issued cell phone to check the time. It’s too bright in her apartment to be earlier than ten, but she’s definitely not expecting the 1:26 that flashes across the screen.

No wonder she feels well rested. She’s slept through half of the day.

There are three messages from Carol Danvers. The first is a voicemail (“What is this, ‘break every rule in the book’ week?”), the second and third are texts (“Good work with Mandrill” and “Stay home tomorrow”). She hates when Danvers texts her. She has no idea if she’s being sarcastic or serious, but at least she won’t be in trouble for sleeping in either way.

She spends the day wandering around her apartment aimlessly. She does her laundry—what little of it there is, anyway. She has a few pairs of jeans and t-shirts and sweaters, all second hand, and between wearing her Spider Woman costume and her SHIELD uniform it takes her the better part of a month to dirty the rest of her clothes. She doesn’t usually take days off, and after a few hours she remembers why. It’s boring. She doesn’t have a television or a computer and books can only hold her attention for so long. It’s almost a relief when she finishes off the rest of her milk with her cereal because it’s an excuse to leave the building and do something.

Her phone rings as she’s on her way back from the corner store, and Jess juggles her plastic bags, trying to reach into her pocket without having to drop everything on the ground.

“This is Drew.”

“Drew.” If she didn’t know her better, Jess would have said Danvers sounded relieved to hear her voice. “You okay?”

“Yeah,” Jess says slowly, “why?”

“That Mandrill character you caught yesterday’s been going on and on about taking out some Spider chick with his pheromones. Just making sure there wasn’t any truth to it.”

“Pheromones?” Jess repeats, “That’s what that was?”

“He _did_ douse you?” Danvers is suddenly all business. “You have to come in.”

“I’m fine,” Jess protests.

“You don’t know that. Not until we run some blood tests.”

“Honestly, ma’am, I slept it off. Nothing worse than a headache.”

“Still—”

“I’ll be in tomorrow,” Jess says, hoping it’s enough, that Danvers won’t pull rank and force her to make the trip all the way to New York City just to get her blood drawn.

Danvers is silent.

“Ma’am?”

“Fine,” Danvers says, and Jess can hear her gritting her teeth through the phone. “Tomorrow. But if we find something funny in the chemical Mandrill was using between now and then, you’re coming in immediately.”

“Okay.” Jess hesitates. “I ripped my suit again.” And left her mask somewhere. Probably in Gwen’s room, but Danvers doesn’t need to know about that.

Danvers swears, but it’s an exasperated curse, like she doesn’t really mind that much but her job requires she swear over things like this. “Fine. I’ll pass it along. Stop by Weapons and Development tomorrow and they’ll get a new one for you.”

“Thank you.”

“One more thing. You’re done with Wu.”

Jess feels her stomach drop.

“Sharon Carter’s going to be training you from now on.”

It’s not at all what she’s expecting. Sharon Carter is a senior agent. She’s nice enough, but Jess doesn’t think she ranks high enough to warrant even a smidgen of Carter’s attention. Jess can’t think of anything to say except a stupid sounding “Why?”

Danvers snorts. “Ask her that.” She hangs up without saying goodbye, and Jess stares at her phone for a moment. Agent Carter.

She’s going to be trained by Sharon Carter, Agent 13.

Jess isn’t sure if she’s excited or terrified.

* * *

 

Coburn sticks his hand through one of the many rips in Jess’s costume. “I’ve got a solution for you.”

“Let’s hear it.”

“Nanotech.”

Jess winces. “No.”

“Come on,” Coburn wheedles. He drops the costume on his desk and rocks back in his desk chair. “Spandex is shit. Look at this—” He gestures towards her costume. “Ripped on cement. _Cement_ , Drew. Cement is nothing.”

Jess shakes her head. Of course Coburn thinks cement is nothing. Coburn’s never been in a fight in his life. “It’s not spandex. It’s some high tech carbon fiber thing.”

Coburn waves her off. “You let me design you a nanotech suit, you’ll never rip it again.”

“No.”

Coburn pouts. “Why not?”

“It’s like wearing a bunch of bugs. “ Jess shudders, thinking back to her first experience with nanotech clothing. The tingling, crawling feeling, like millions of little legs creeping across her body as the nanobites clung to her skin. 

“You get used to it,” Coburn presses.

“Then you wear it.”

“You’d never have to wear a suit under your clothes again. I’d store it in some zero point bracelet or something. All you’d have to do is hit a button—”

Jess shakes her head again. “No. Thank you, but no.” The creeping feeling really is a deal breaker, and wearing her costume under her regular clothes isn’t really an issue. Especially since she doesn’t usually _wear_ regular clothes.

She tells Coburn ‘no’ a few more times before he gives up and promises to have a new suit printed up before she leaves. Jess thanks him and heads to the locker room.

Sharon Carter is waiting for her.

Jess stops dead. She’s been mentally prepping herself for seeing Sharon in the training room. She’s completely unprepared for this.

Sharon is wearing a pair of grey sweatpants and a dark blue t-shirt with the SHIELD logo on the upper right breast. Her blonde hair is pulled back in a tight bun. She’s scrolling through her phone and looks up when the locker room door closes behind Jess. She smiles.

“Hello.”

Jess has to work to unglue her tongue from the roof of her mouth. “Hi.”

“How are you feeling? I heard you had an eventful Monday.”

“Fine. I slept it off yesterday.”

“Get your blood drawn yet?”

Jess holds her right arm out. There’s a Band-Aid on the inside of her elbow and the skin around it is stained yellow with iodine.

“How much did they take?”

“I’m not sure.” It occurs to her that Sharon probably wants to know for training purposes if Jess is going to pass out if they start sparring. “Way less than a pint.”

Sharon nods. “You up for some training?”

Jess hesitates. She wants to say yes, but even more than that she wants to know _why_. Why it’s her and not one of the more senior agents. “Can I ask you something?”

“Sure.”

“Why am I not training with Wu anymore?”

“Would you _like_ to keep training with him?”

“No.”

Sharon grins.

“I mean…” Jess backtracks, trying to think, trying to find a more diplomatic answer.

Sharon waves her off. “It’s okay. You’re not training with Wu because I asked to be allowed to train you. And now you’re going to ask me why. Right?”

Jess nods.

Sharon sighs. She leans back, balancing on the heels of her palms and crossing her ankles. “Because I’m getting old.”

Jess blinks. “What?”

Sharon laughs. “I know, crazy, right? Someone admitting they’re not the youngest person in the room. But I’m not kidding; I’m getting old. Why does that affect you, right?”

Jess nods again.

“Because—and I don’t want you getting a big head about it, but I think you need to hear it, because God knows Wu was never going to tell you—you’re going to be really good, kid.” Sharon laughs quietly. “Hell, you already _are_ really good. But if you have somebody who knows what they’re doing helping you out, teaching you, making you that much better, then you’ll be awesome.”

Jess looks at her feet. “Thank you,” she says shyly.

“You’re welcome. But I gotta say, some of it is selfish job security on my part. I can’t be a field agent forever. At some point I’m going to have to make the transition to a departmental job, and I’d really rather not sit behind a desk all day. So…” Sharon shrugs. “Training. You’re my guinea pig. I figure if I have you walking around, being a badass—” Jess laughs and Sharon grins. “Then whatever recruits Danvers throws at me will be that much more willing to do what I tell them, if I can point at you and say ‘Look what I can turn you into’.”

It makes sense. “And Danvers…?”

“She said as long as I can keep you from webbing up the training room, we can knock ourselves out.” Sharon’s smile fades. “I know she’s kind of a hardass, but she does care. She doesn’t want any dead kids on her conscience, and if you’re going to do this, she wants to make sure you’re as prepared as you can possibly be.”

Jess nods.

“So.” Sharon claps her hands together and stands. “Get some sweats on. We’re going to go tumble.”

Jess isn’t sure what that means. “Like, wrestle?”

Sharon shakes her head. “You’re gonna learn how to fall. And then, after that, you’re gonna learn some gymnastics.”

“I know how to do a handstand,” Jess says as she kicks off her shoes.

“Do you know how to do a front handspring?”

“No.”

Sharon grins. “You’re gonna learn.”

* * *

Jess is sore when she swings home, but for the first time in a long time it’s a good sore. She’s already excited to go back and train with Sharon tomorrow. The woman is a wealth of information, dropping hints and tricks so casually Jess knows there’s no way she caught it all. And Sharon is a thousand times more positive than Wu ever was; she actually told Jess ‘good job’ when they stopped for the day. She flips through her living room window. It’s not a big window, but she’s done it enough that she doesn’t really have to think about it anymore. She snaps through the curtains and lands on her feet.

Gwen Stacy is sitting on Jess’s couch.

She jumps a little when Jess lands and gives a little gasp. She looks startled for a moment, and then she snaps her mouth shut and squints, back in control, and Jess feels like she’s just had a chair pulled out from under her.

Gwen Stacy is sitting on her couch.

She takes a step back, towards the window.

“Don’t,” Gwen says quickly. “I’m not leaving, so if you run away I’ll just wait until you come back again.”

Jess stays where she is. Her breathing is short and choppy. She feels ambushed. Gwen is sitting so casually on her couch, one of Jess’s magazines open on her knees. There’s a glass of water on the end table to her right. Jess’s space has been entirely invaded. She feels out of place in her own home.

Gwen is staring at her, waiting for…for what, Jess isn’t sure. For her to speak, maybe. For her to step away from the window. Jess isn’t doing either of those things.

“So I have questions,” Gwen says finally. She pauses. “You can take your mask off. I know what you look like.”

Jess lifts her hand to her neck, too shaken to really think for herself. She hesitates when her fingers close around the edge of her mask. Her brain’s caught up with her body, and she’s not sure she wants to give up the feeling of protection the mask gives her, to give up the ability to look in Gwen’s eyes without Gwen being able to do the same. Slowly, Jess peels the new mask up her face, her eyes on the floor. She pulls it free of her hair. It hangs limp in her hands. She keeps her eyes down.

“Guess you don’t need this, then.” Gwen tosses the mask Jess left behind onto the coffee table. She gestures toward the only other piece of furniture Jess has in her living room—an old yellow La-Z Boy Jess found for free on a curb—and says “You can sit down.”

Jess does so, hating how out of control she feels. She’s in her own house and Gwen is the one calling all of the shots.

“I know your name,” Gwen continues. She leans back on the couch and drapes her arms across the back, taking up space, making herself look bigger. She’s wearing faded black jeans that are ripped at the knees and a jet-black tank top. Her nails are black too, and her eyeliner is excessively applied. She looks like she’s dressed for battle. Jess hunches her shoulders and leans forward, balancing her elbows on her knees and examining the reflective lenses of her mask.

“It’s Jessica Drew,” Gwen says.

Jess doesn’t move.

“Miles Morales told me. He’s the one who brought me here. Maybe you should lock your windows.”

Of course Miles brought her. Gwen is the next best thing to actually knowing Peter Parker in Miles’s book. He’d do anything for her. She hopes he at least held out until Gwen started threatening him before he gave in and showed her Jess’s apartment, though.

Gwen leans forward. “Nothing?” she demands, “You don’t care that he just gave you up like that? Aren’t you superheroes all supposed to be worried about your secret identities?”

Jess shrugs. Miles cares, but that’s because he has family. He’s protecting his dad and Ganke. Jess isn’t protecting anybody. She wears a costume because she likes the anonymity, but that’s it. Peoples’ lives don’t depend on her identity staying a secret.

“Some apartment you have here,” Gwen says sarcastically after a moment, trying to get a rise out of Jess. She’s angry and Jess isn’t sure if it’s because she’s not talking back or because she left the house when Gwen asked her not to, but Jess isn’t the type to rise to the bait. Her apartment is shit. She knows this. It’s what she can afford, and if her only options are a shitty apartment or a bunk at SHIELD headquarters, she’ll take the apartment any day of the week. And really, it’s not that bad. The ceilings are high and it’s bigger than she needs. The walls are peeling and the floor is old wood and always cold, but she thinks if she were a little better at decorating it might not look so bad. She just doesn’t own anything to make the space feel homier.

Gwen moves the magazine from her lap to the coffee table and props her right ankle on her left knee. “So. Jessica Drew.” She spreads her hands. “Care to explain yourself?”

_She won’t leave until you answer her questions_. Jess takes a deep breath. “Explain what?” she asks quietly, looking up from under her eyelashes. Gwen looks surprised to hear her speak.

“Well, for starters, let’s hear how you ended up in my backyard.”

“I don’t know,” Jess says. It’s not the truth, she does know: Peter’s memories had hijacked her consciousness yet again, but there’s no way in hell she’s telling Gwen that.

Gwen makes a derisive noise in the back of her throat.

“I don’t know,” Jess repeats. “I was in a fight. I inhaled some sort of drug and then I woke up in your room.”

Gwen squints at her. Jess meets her gaze levelly. “There are thirty houses on my street. That doesn’t explain why you ended up in my backyard specifically.”

Jess shrugs. “I don’t remember. Maybe I had a reason at the time. I don’t know.”

Gwen doesn’t want to accept the explanation—Jess can see it in the way she fidgets. It’s too simple, too easy, but there aren’t really any loose threads to pull out. “Okay, fine. You were drugged. Now tell me, after I hauled you into the house and dragged you upstairs and hid you from May, why, instead of thanking me, you skipped out after I specifically asked you not to?”

“I was scared.”

“ _Scared?_ Of _me?_ ”

“I didn’t remember getting to your house,” Jess reminds her. It’s so easy to lie. “I freaked out. I didn’t know where I was.”

“I didn’t do anything to make you think you were in danger. You deliberately asked me to get you water just so you could leave,” Gwen accuses.

Jess hesitates. She’s trying to think ahead, trying to think of a question that Gwen could possibly follow up with, trying to come up with an appropriate answer. She nods slowly.

“You freak me out, you make me scared shitless that some strange girl is going to die in my bed, and then you just take off?” Gwen is angry again.

Jess ducks her head. “I’m sorry,” she says quietly.

“Good. You should be.” Gwen slumps back and crosses her arms over her chest. Jess can feel her glare boring into the top of her head. Then: “You look like Peter.”

Jess stiffens. She knows Gwen sees the way her body tenses, the way her hands freeze. She hears Gwen shift on the couch.

“Tell me why.”

Jess doesn’t move. She doesn’t have a lie for this. Somehow she knows ‘I just happen to look like him and have spider powers’ isn’t going to fly.

“You have his eyes,” Gwen presses, “and if I look at you really quickly, I’d swear you were twins. Maybe if you cut your hair…”

Jess swallows.

“You’re not a cousin. I asked May. Ben was Richard’s only brother, and Peter’s mom was an only child. So who are you?”

“A clone,” Jess says. The words stick in her throat. She closes her eyes. She hates this. She’s only ever told Miles and Peter, and it feels just as dehumanizing now as it did then. _I’m a clone_. Three little words with so much extra attached. _I’m not real. I don’t have parents. I don’t have a family. I don’t have a childhood. I’m twenty-two and I’m four years old._

“What?” Gwen asks hoarsely. “A _clone?_ ”

Jess lifts her chin in a jerky nod.

“Of _Peter?_ ”

Another nod.

Gwen makes a strangled choking noise. Jess looks up quickly. Gwen flinches when they make eye contact. She scrambles to her feet. “Jesus Christ,” she swears. Her eyes flick over Jess’s face, and suddenly Gwen’s eyes are wet, brimming with tears. “You are,” she whispers brokenly. She backs away, her face twisted with pain. “Fuck.” Gwen turns quickly and bolts for the door. She throws the lock and races into the hall, not bothering to close the door behind her.

“I’m sorry,” Jess mumbles, but it’s too late and too quiet for Gwen to hear her. She drops her head into her hands. She can feel the hot burn of tears starting. “Shit.”

* * *

 Miles stops by later that night to apologize. He doesn’t come in, just pokes his head in the window and pulls his mask up. “I’m sorry,” he says, “I told her I’d give you the mask back, but she wanted to do it. She said she wanted to meet you.”

“It’s fine,” Jess says. It’s not—she’s pretty sure Gwen’s grieving for Peter all over again and it’s all her fault, but Miles means well. “I wanted to talk to you anyway. Danvers knows about us and the Roxxon business. If I don’t stop I’m out of SHIELD.”

Miles nods, and maybe it’s because he can sense that he screwed up, that it’s not really all that fine, but he doesn’t press the issue. “It’s okay. We’ll figure something else out. You patrolling tonight?”

“Maybe later.”

“Cool. Maybe I’ll see you around.”

Jess nods slowly. “Yeah. Maybe. Be safe.”

“You too.” Miles pulls his mask down and leans back. She hears his web shooter click and then he’s gone. Jess presses herself back into the couch. She’s not in the mood to patrol. For once she’d rather sit and think about her cloneliness. She wonders if Sharon knows. Danvers knows, and Jess is pretty sure everything the Deputy Director knows about an agent has to be written down in a file somewhere.

Maybe everybody at SHIELD knows.

Jess pinches the bridge of her nose. The thought is not reassuring. She knows it should be—secrets this big are a burden—but if everybody she knows is walking around qualifying her as “The Clone”, then she’d rather bear the weight of the secret. She feels real, but then, she doesn’t know what it feels like to _not_ be a clone. Maybe there _is_ some great big fundamental difference. Maybe she _is_ only half a person. 

* * *

 

“Alright, stop.”

Jess drops her feet to the floor, breaking her handstand. The blood rushes to her face. She straightens.

Sharon has one eyebrow cocked, studying Jess critically. “What’s up?”

Jess shakes her head. “Nothing,” she says a little breathlessly. She brushes her hair out of her face.

“Nice try.” Sharon crosses her arms over her chest. She doesn’t look angry, just patient, and Jess knows she’s not getting out of this by pretending she’s fine. Sharon’s survived as an agent because she knows how to read people.

Jess bites her lip and looks away. “Do you know about me?”

Sharon is quiet for a moment. “Know what, exactly?”

“What I am?”

“That you’re a clone?” Sharon nods when Jess looks at her. “Yes. I know. Does that bother you?”

“No,” Jess says, but she sounds defensive even to herself.

Sharon smiles kindly. “It does, doesn’t it?”

Jess looks away again. “A little,” she admits.

“Can I ask why?”

“I don’t know. It makes me think people see me as…less, I guess.”

“I’m not going to pretend I’m super good with this psychology stuff,” Sharon says, “but speaking only for myself, I could care less. I’m made of DNA, you’re made of DNA. You walk, you talk, you feel, I don’t care that somebody didn’t give birth to you.” Sharon paused. “I don’t know. Maybe I just take it for granted that everybody I meet was born the old fashioned way, but I honestly don’t think about it when I’m around you. You’re just a kid with super powers.”

It makes Jess feel a little better, but she’s definitely not completely convinced. Sharon might be open minded and easy going, but she has the very fresh memory of Gwen caring very much about the fact that she’s a clone.

“Is that why you’re so distracted?”

“Mostly.”

“Mostly. That means there’s something else.”

“I ran into someone who knew Peter Parker.”

Sharon winces. “Ah. I can see…” She trails off. “I never thought about that part,” she says finally.

Jess smiles humorlessly. “Yeah. I’ve been avoiding it.”

“I’m guessing it didn’t go well.”

“No.”

Sharon runs a hand through her hair. She sighs. “I’m sorry, kid.”

“It’s okay.” Gwen’s reaction isn’t something Jess has any control over. She knows she should drop it, that obsessing over it won’t change anything, but she can’t seem to help it. Gwen reaffirmed every argument Jess has ever used for staying away from the people in Peter’s life and it hurts to be proven right.

“You want to call it a day?” Sharon offers.

Jess shakes her head. “I’m okay.” She gestures toward the gym at large. “This helps.”

Sharon laughs drily. “Great. Another ‘I’ll just work myself to exhaustion so I don’t have to deal with my life’ type. Just what this place needs.” She punches Jess’s arm gently to let her know she’s joking, and Jess grins. 

* * *

 

It’s hard to forget about the talk she had with Gwen and even harder to forget the look on Gwen’s face when she realized Jess really _was_ a female version of Peter, but after a few days it stops keeping Jess up at night. Her life goes back to normal: training with Sharon during the day, patrolling at night—Sharon makes her promise to take her weekends off, (“You’re too young to be a workaholic. Get a hobby,”) and Jess grudgingly agrees. She spends her Saturday walking up and down aisle after aisle of books at the New York Public Library. She loves the quiet but even more than that she loves the anonymity. And maybe it’s stupid, but standing in the library, looking for a book with tens of other people who are also looking for a book to read makes her feel connected, less lonely. Like she’s a part of something and not standing on the outskirts.

She’s lying on her couch on Wednesday, reading _The Woman in White_ in the gap between work and dinner and going out on patrol, wishing for more Marian Holcombe and less Walter Hartwright, when someone knocks on her door. Jess pauses. No one has ever come to her apartment—at least not through the door—and for a moment she’s convinced it’s someone knocking at her neighbor’s. It’s quiet, then another knock. It’s definitely her door. She swings her feet onto the floor and advances slowly, one hand clenched in a fist. She peers through the peephole, awkwardly trying to position herself so that her vital organs are to the side and away from any possible gunfire.

Gwen Stacy is standing in the hall.

Jess leans back slowly. Gwen is the last person she’d expect. Hesitantly, she pulls the bolt back and opens the door.

Gwen looks up at her with wide eyes. “Hi.” She holds up a plastic bag. “I brought Chinese.”

Jess stares.

“Can I come in?”

Dumbly, Jess steps to the side and opens the door wide. Gwen steps inside. She’s cautious, moving with none of her former bravado. It feels less like an invasion this time. _The wonders of giving permission_ , Jess thinks sardonically.

Gwen places the bag on the counter. “I just wanted to apologize,” she says slowly. “I freaked out on you, and I’m sorry. You didn’t deserve that.” She laughs hollowly. “Actually, you didn’t deserve any of it. You didn’t do anything wrong. I shouldn’t have ambushed you.”

Jess stuffs her hands in her pockets. She shrugs.

“So anyway.” Gwen pulls two white cardboard boxes from her bag. “I have General Tso and Almond Chicken.”

“They’re for me?”

Gwen falters. “I mean—yes. You can have them. But I thought—you eat one and I eat the other?”

“Together?”

Gwen blinks. “I’m doing it again. I’m sorry. You didn’t invite me and I—” Gwen stops. She takes a deep breath. “Would you like to eat dinner with me, Jessica?”

Jess hesitates. This is definitely crossing a line. Gwen came to her last week and Jess had no control over that, but this is opening herself up for all kinds of problems later. This feels like something she can’t take back, and Gwen doesn’t deserve that.

Gwen’s face falls. “Never mind. I just—I wanted to say sorry, and I did, so I’ll just…” She turns to leave and Jess is momentarily panicked at the idea of sending Gwen away upset. Again. She moves in front of Gwen and holds a hand up to stop her.

“No, it’s okay. Please, stay.”

“You’re sure?”

“Yes.”

Gwen offers her a tremulous smile and turns back toward the counter. “Do you have a preference, or…?”

“I’ve never had Chinese,” Jess admits.

Gwen’s head snaps around. “What?”

Jess shifts awkwardly. “I’ve never…I mean, I usually cook for myself, so…”

“We’ll split both between us, then,” Gwen says with finality. “Where are your plates?”

Jess moves behind Gwen awkwardly and reaches into the cupboard above the sink, pulling down two plates.

“And I’m going to guess you’ll want to eat with a fork instead of chopsticks,” Gwen continues. Jess pulls a fork from the drawer. It feels weird, being semi-ordered around in her own kitchen, but if left to her own devices she’s not sure she’d be able to function. Gwen spoons the contents of each container out onto the plates, then slides one toward Jess.

“I have milk,” Jess says.

“Water is fine.”

She fills two glasses and hands one to Gwen. “I eat on the couch,” she says apologetically. She follows Gwen into the living room and sits at the opposite end of the couch. She’s overly conscious of every bite of food that goes into her mouth, every scrape of her fork against her plate. She’s aware of Gwen looking around the room, and Jess keeps her head down, focused on her dinner.

“You don’t have a TV,” Gwen says. She sounds surprised.

“No.” Jess hesitates. “Should I?” Televisions are expensive, and Jess has never felt like she’s missing anything by not having one.

“No, it’s just…weird. What do you do all day?”

“Work.” Jess glances at the novel she’s left on the table. “Read.”

“Where do you work?”

“Oh. Um. I work for SHIELD.”

Gwen’s mouth drops open. “No shit. You do?”

“Well, I mean…I mostly train, but sometimes I go out on assignments. And they let me do the Spider Woman thing, which is…I mean, they pretty much pay me to be Spider Woman, so…” Jess trails off awkwardly.

“Peter never wanted to join SHIELD,” Gwen says. She doesn’t say it like an accusation, just a casual observation, but Jess stiffens anyway. Gwen puts her chopsticks down. “I wanted to ask you about him, actually.”

Jess feels her stomach twist. “Okay.”

“Did you know him?”

“Yes.” He’s in her head. She knows him better than anyone.

Gwen’s forehead furrows. She rubs her hands on her thighs. “He never mentioned you.”

“No, he wouldn’t.”

“Why wouldn’t he?”

“Because…” Jess fidgeted, twisting her fork between her fingers. “It’s weird.”

“Okay, something I’ve been thinking about.” Gwen moved her plate from her knees to the coffee table. She leaned forward. “Are you alone?”

The question takes Jess completely off guard. “What?”

“You don’t have parents, right?”

Jess thinks of Doctor Octavius. “No.”

“So Peter was pretty much the closest thing you had to family.”

“Well, yeah, if you want to get technical…”

“I just feel like…I mean, Peter brought me and Johnny Storm and Bobby Drake into the house. So why not you?” Gwen shakes her head. “It’s been bothering me all week.”

“It never came up.”

“I just feel like we should have known about you. That’s all.”

“Maybe…he thought—” Jess stops. That sounds too accusatory. “We both thought…I could be my own person if I got to be Jessica Drew and not Jessica Parker.”

Gwen doesn’t look convinced. “So he can’t introduce you to us?”

“It’s not like we spent a lot of time together,” Jess says defensively. “We weren’t superhero best friends, we were…I mean, he dropped a hair somewhere and I grew out of it. That’s it.”

“Still.”

Jess has to imagine that it’s hard for Gwen to be confronted with the fact that she didn’t know Peter as well as she thought. She’s glaring at the coffee table, her forehead pinched, and Jess thinks it’s time to change the subject.

“I never thanked you for not leaving me in the backyard. So thank you.”

“You’re welcome. You’re not really that—” A siren screams past somewhere near Jess’s apartment, interrupting Gwen and moving so fast it almost eliminates the Doppler effect. Gwen looks at her. “Do you need to go?”

For a second, Jess is confused. _Go where?_ Then it clicks, and she shakes her head quickly. “No. It’s fine. It’s only one cop car, and it’s not night yet, so usually that means they’re getting called to an accident. If there are three or more that’s when there’s a problem I might be able to help with. But if it’s a little thing they’re usually not happy to see me because I’m basically showing up and pretending I can do their job for them, even though they’re perfectly capable. Which…” Jess trails off. Gwen is staring at her like she’s grown a second head. “I guess I can understand,” she finishes slowly. Gwen is still staring at her. Jess shifts uncomfortably. “What?”

“You are so not like Peter.”

Jess’s cheeks go hot.

“He’d have been out that window in a heart beat,” Gwen continues. “The second he heard a siren—not that that’s a bad thing!” she exclaims. “I’m not saying you should, I’m just saying…” she bites her lip and goes quiet. When Gwen speaks again, her voice is hushed. “My dad was a cop. And he would have very much appreciated what you just said.”

Jess ducks her head, embarrassed. She’s been trying to reconcile the “presence” being a superhero in New York demands with the belief that she’s not necessarily the best solution to every problem the city presents for some time. It’s nice to hear someone agree with her.

Gwen asks her about SHIELD—about her training, about the Ultimates, about Nick Fury—and Jess is glad to talk about something that isn’t specifically her for a while. It’s late when Gwen checks her phone and says she’d better go or she’ll miss the next train back to Queens. Jess walks her to the door, and Gwen turns halfway into the hall.

“I’ll be back,” she promises, and Jess is too stunned to say anything but why. Gwen grins. “Because friends with superpowers come in handy,” she says. She winks and then she’s gone, and despite herself Jess hopes Gwen’s being serious.

* * *

 

Gwen is back the next Wednesday with a pizza. And the next with warm subs wrapped in tin foil.

“You don’t have to buy food,” Jess tells her. “I can cook.”

“So this is a break from cooking,” Gwen says. “Do you really want to cook after a full day of training?”

“I do it every other day,” Jess points out.

Gwen waves her off. “Get the water and quit whining, Drew.”

Jess shakes her head, but she has to bite her lip to keep from smiling. 

* * *

 

She does her best to leave headquarters by five on Wednesday nights to be home before 5:30. That’s when Gwen consistently knocks, but today Jess knows there’s no way she’s going to make it. Still, she tries, and she’s only fifteen minutes late when she swings into her apartment. She’s breathing hard and praying she’s not too late because hanging out with Gwen has quickly become the high point of her not-so-interesting weeks. She opens her door—maybe Gwen is pacing the hall or sitting down—and Gwen blinks up at her sheepishly. There are two small metal picks in her hands.

“Hi.” Gwen winces.

“Hi,” Jess pants. “Are you picking my lock?”

“Trying to,” Gwen admits. She pockets the picks and stands. “It’s old. I didn’t think it’d be that hard.”

“You know how to pick locks?”

“I watched a YouTube video.” Gwen brushes past her. “I brought calzones. You smell like gas.”

“That does happen around gas leaks.”

Gwen pauses. “Are you okay?”

Jess peels off her mask and opens her mouth, stretching her jaw. “I’m fine. It was just an evacuation, and I happen to have a skill set that’s well suited for evacuations.”

Gwen nods. Her mouth is pinched in a firm line.

“Okay if I take a shower really quick?” Jess asks.

“No, yeah. You’re fine.”

Jess showers as fast as she can, shampooing twice just to be sure the smell of gas is purged from her hair. She wraps her hair in a towel and pulls on a t-shirt and sweatpants, then joins Gwen in the living room. Gwen has one of Jess’s books, and she closes it when Jess sits down next to her.

“Listen,” Gwen says seriously, “I know you said it was just an evacuation today and that it probably wasn’t a big deal, but I just want you to know that if you do something stupid and get hurt, I’m going to be very pissed.”

“Okay,” Jess says slowly.

“I’m not kidding.”

“I know you’re not.”

“I’ve lost a lot of people,” Gwen says angrily, and Jess can tell the anger isn’t directed at her. “And I know you don’t have parents or anything, and I don’t want you doing something stupid just because you think no one will care if you come back or not. Because I’ll care.”

There’s too much raw emotion in Gwen’s eyes for Jess to maintain eye contact—too much pain that runs just beneath the surface. She stares at her hands, twisting her fingers together. Gwen seems to be waiting for a response. “I’ll be careful.”

“Good.” Gwen lets out a ragged breath. She runs a hand through her hair. “I didn’t mean for that to sound like a threat. I’m sorry.”

Jess shrugs. “It’s how you feel.”

Gwen shoots her a tight-lipped smile. “Somehow I don’t think you’d be so understanding if I told you to stop being Spider Woman.”

Jess frowns. “You want me to stop?”

“Of course not. I’m just saying…in the evolution of the ‘Be Careful’ argument, ‘Stop Doing It’ is probably the next step.” Gwen shakes her head. “Forget I said it. I don’t want you to stop. You’re making a difference, and that’s more than a lot of other people can say, so…” Gwen lifts her glass of water. “Cheers to you.”

Jess clinks her glass to Gwen’s awkwardly. She could never give up Spider Woman, but not because of some noble intentions. Not because she thinks it’s her calling to help the people of New York. It’s because she chose that title and the duty that came with it. Doctor Octavius made her and gave her her powers and named her Jessica Drew. Jess decided what to do with them. Jess adopted the Spider Woman title. Abandoning it, even thinking of abandoning it, is like a punch to the gut.

Without the suit, she doesn’t know who she is.


	3. Chapter 3

_This_ , Jess thinks to herself, _this is why you read those stupid dossiers_. She pulls herself forward by her elbows, trying to avoid the glass shards covering the floor. _Because apparently it’s possible to forget to mention that Omega Red has tentacles in his arms._

She’s in charge of dealing with Omega Red. That’s how the senior agent on the assignment had put it: “You deal with Gregorovich and we’ll take care of the HYDRA goons”. Like that was what she was there for. To deal with a furious, tentacled Russian mutant hell-bent on ripping her in half.

More like “buy us some time and let him throw you through a few shop windows”.

“My friend!” Omega calls. He’s laughing, and Jess doesn’t blame him. He’s just batted her out of the air like a baseball player crushing a homerun ball. “Come out! Let me see if you ahr steel alive!”

Jess stands carefully. Her suit’s withstood the falling glass, but her chest and back aren’t very happy about their introduction to Omega Red’s tentacles. She punches a few stray pieces of glass from the windowsill and hoists herself back over onto the sidewalk.

“Ah, look at you.” Omega claps his hands together patronizingly. “Strong. Yes. You are a strong leettle gi-rul.”

She’s tall for a girl—Peter’s influence, probably—but she’s definitely little next to Omega Red. The man is massive. He’s close to seven feet tall and his arms and legs are thick with muscles. There are twin bulges in his forearms that make the skin ripple; the tentacles are itching to be released. It’s disgusting to watch and even more disgusting to listen to when the tentacles burst free. Jess leaps to the side to avoid being caught around the neck and hears a tentacle crunch against the brick wall behind her. She twists as she falls, shooting several quick bursts of web at the tentacle to keep it pinned to the wall.

Omega laughs. He pulls the tentacle free easily. “Stop the jee-micks little von.”

She doesn’t even have enough time to wonder what the hell a “jee-mick” is before the tentacles whip after her again. She rolls to her knees and leaps and Omega bashes her back to the pavement.

He’s playing with her, batting her around like a cat playing with a mouse before it snaps its neck. Even fully briefed Jess doesn’t think she could take him. The learning curve is too steep. He’s a better fighter than she is, completely confident in his abilities. If he wanted to kill her he’d only have to wrap a tentacle around her chest and squeeze, and the thought is terrifying. There’s no way she can win and for a moment she hears Gwen’s voice in her head, telling her not to do something stupid. She shoves the thought away. She can’t beat Omega’s tentacles, and the “something stupid” would be to try. She’s smarter than that.

Well…kind of smart.

The tentacles increase Omega’s reach and she can’t do anything to him from ten feet away. So the next time she stands and he tries to smack her, Jess grits her teeth and takes the hit and wraps her arms around the flailing metal muscle for all she’s worth.

Omega snaps his tentacle like a whip. She wraps her legs around it. He smashes her against the ground hard enough to kill a regular human and Jess feels the pavement crack under her. It drives the air out of her lungs but it doesn’t hurt—not the way it should—and she makes a mental note to thank Coburn for his new polymer. That and the fact that Omega Red thinks she’s a joke are the only things saving her.

Omega pulls Jess toward him and she tucks her chin, eyeing the second tentacle. In her mind’s eye she can see it slithering out and wrapping around her neck. He arches the tentacle she’s clinging to so that she’s hanging upside down in front of his enormous grey face.

“I sink you ahr a pretty leetle gi-rul under dat mask. Yes?” His blood red eyes narrow when he smiles—a feral, wolfish grin, complete with sharp teeth and rancid, rotten meat breath. He lifts a hand and strokes her dangling hair. “Do you know vat I do to leetle gi-ruls? Did dey tell you dat ven dey sent you to me?”

Jess doesn’t answer.

“Maybe I show you, uh? Maybe it can be our lee-tle—“

Jess hits him. Not as hard as she’d like to, but that would require being upright. Omega Red’s head snaps around. He stumbles—a knees bent, staggering, reaching for balance stumble, and she knows she’s hurt him. In a perfect world he would have passed out, but she can’t imagine she had enough power behind the punch to crack his jaw. She draws her arm back to hit him again and he turns and screams in her face.

She punches him in the nose.

Blood sprays. He snarls and reaches for her with one hand, the other going to his face.

Jess grabs his thumb and jerks it down. She feels it break and the sensation is nauseating. He screams again—this time in obvious pain—and whips her back, over his shoulder, trying to dislodge her.

Which is perfectly fine with Jess.

He’s inadvertently put her out of his eye line, and Jess jumps quickly from his tentacle to his back. She wraps her arms around his neck and presses her palm against his broken nose, trying to overload his senses with pain.

Omega reaches back and tries to smack her with his tentacles, but the angle is all wrong and they lose their strength this close. The most they can do is brush up against her feebly, and wrapping around her requires wrapping around Omega Red himself.

The tentacles retreat with a sickening _shwick_ and Omega tries to take matters into his own hands. He reaches back and claws at her face with his sharp nails. Jess tightens her hold around his neck. He back peddles and smashes her into a wall.

She’s getting really tired of slamming into things today.

He tries it again, only this time there’s considerably less force behind it. He’s gasping something in Russian—probably swear words—and Jess decides to make it her goal to keep him from speaking. She grabs her right forearm—the arm that’s pressing into his nose—and uses it to lever her left arm tight across his throat. Omega wheezes and claws at her arm. He sags. He drops to his knees. His body goes slack under her and they fall forward together.

Jess picks herself up slowly. She’s shaking badly—literally can’t hold her hands still as she covers Omega Red’s body in web. She leans against the shop and pulls her mask up over her nose, gasping for breath. The adrenaline is fading and it’s making her nauseous. It’s not good adrenaline. It’s fight-for-your-life adrenaline.

She’s been Spider Woman for just under four years, and this is the first time she’s ever felt like she was completely overpowered. Like she didn’t have any business thinking about fighting Omega Red, let alone actually doing it.

She could have died.

* * *

 “What is this, no back-up Tuesday?” Jess asks when the other agents walk out of the HYDRA base masquerading as a commercial building. She means it as a joke but it comes out sounding harsh. She almost laughs it off and then stops. It’s not funny.

The other agents have a few people in handcuffs, and she sees the senior agent do a double take when he sees Omega Red lying on the ground, and she knows: he didn’t expect her to win, either.

He recovers quickly and nods at Omega Red’s prone form. “Nice work, Drew.”

Jess doesn’t answer. She snaps her mask back under her chin and doesn’t speak to anyone on the ride back to the SHIELD hangar.

Danvers and Sharon are waiting with a small team of techs and agents when they pull into the massive underground garage. Danvers raises an eyebrow over the rim of her sunglasses when Jess climbs out of the truck and slams the door behind her, but she turns to the senior agent and says, “Gregorovich?”

“He’s awake.”

“Let’s run a line of Fluothane through the vents. I don’t want him conscious when you bring him out.”

The techs scramble to follow Danvers’s order, and Danvers turns her attention to Jess. “Nice work.”

Jess doesn’t answer. She’s tired of hearing that. It wasn’t “nice work”. It was luck.

Sharon frowns. “You okay?”

Jess wants to say yes and leave it at that, but what comes out of her mouth is something entirely different.

“He has tentacles?” she snaps, “Nobody told me he had tentacles. Was I supposed to just know? You people—”

Sharon moves quickly, grabbing her by the arm and dragging her toward the elevator. Jess doesn’t try to get away until she hears the doors slide shut. She rips her arm out of Sharon’s grip. Sharon grabs her again and pulls her close. She wraps her arms around Jess and Jess feels her legs go weak. She feels Sharon sag under her weight and then straighten, holding her upright. Jess clings to Sharon desperately and clenches her eyes shut. She can feel tears streaming down her face. It’s an embarrassing rush of emotion, but she can’t do anything to stop it and Sharon doesn’t try to cut her off.

“You’re okay,” Sharon says, her voice quiet. “You’re okay.”

A new wave of tears bursts forth. She’s never been held before—didn’t even realize until this very moment that it was something she needed. She’s never been a kid, never had parents who put a Band-Aid on her knee and tucked her in at night, and even though Sharon never asked for it but she’s the closest thing to a caring parental figure Jess has ever had.

Jess takes a shuddering breath and Sharon places a hand on the back of her head. She doesn’t say anything else, just holds Jess until she’d ready to stand again. Jess wipes at her eyes and straightens her legs. Her eyes feel swollen and she knows she looks terrible. She keeps her eyes on the floor and sniffs.

“I’m sorry.”

Sharon punches the button for the top floor. She hits the brake after a few seconds and the elevator whines to a stop.

“What are you sorry for, exactly?”

Jess hesitates. “For…crying.”

Sharon stares at her. There’s no judgment in her eyes. “I know how close it was, Jess. Somebody already put Spider Woman vs. Omega Red online and had it confiscated by our computer techs.”

Jess shudders involuntarily. She stares at the elevator buttons.

“You’re not hurt?”

Jess hakes her head.

“You shouldn’t have had to face Gregorovich alone, and for that I’m sorry.”

“It wasn’t your fault.”

“Still.” Sharon shakes her head. “You’re my responsibility. And I knew there was a possibility that Gregorovich would be there when I agreed to let you go.”

This was new. Jess glances at Sharon out of the corner of her eye. “Are you my handler now?” she asks, unable to mask her surprise. She thought she was a full-fledged agent, but if Sharon was her handler…it was technically a step down, but it also meant that she wouldn’t be thrown in the deep end of the pool. Sharon would sign off on all of her assignments; Sharon would take responsibility for any rules Jess broke.

Sharon rubbed a hand over her face. “It’s complicated,” she mutters. “But yes, for the most part, I’m your handler.”

“Since when?”

“Since I started training you.”

“Why didn’t you tell me?”

“Because…” Sharon hesitates, and it’s maybe the first time Jess has seen her look uncomfortable. “Look, if I tell you, it’s important that you take it for what it’s worth and don’t twist it all up in your head and get discouraged. Alright?”

Jess nods slowly.

“Because…certain people…think you’d benefit from being taken under somebody’s wing. That somebody being me. And the consensus was that you’d most benefit from establishing a mentor-mentee relationship as opposed to trainer-trainee.”

“What does that mean?”

“Ever hear of the Big Brothers/Big Sisters program?”

Jess shakes her head.

“Didn’t think so.” Sharon sighs and rocks back on her heels. “What it means is that I’m going to be taking a more vested interest in your life than just what goes on in the training room.”

Jess stares.

“I’m here if you need me,” Sharon says. “For whatever. Work, life, anything. Okay?”

Jess nods slowly. Sharon snaps her fingers at her.

“I can see it on your face—you think I’m following orders.” She shakes her head. “See, this is what I meant by twisting it up in your head, Drew. This was my idea. Nobody is an island. You need people, and I’m happy to be one of them. Good?”

Jess nods again. It feels weird and she knows it’s going to take a little getting used to, but it’s actually comforting to know that Sharon cares about her outside of her performance in the training room.

“Good.” Sharon releases the elevator brake. “Now I don’t know about you, but I’ve never cracked pavement without cracking a bone. So please. Allow me to escort you to the infirmary.”

Jess groans. 

* * *

 

The only good thing to come out of getting tossed around by Omega Red is a Wednesday off. Which means Jess has all day to wait for Gwen.

She gets absolutely nothing done.

When Gwen knocks at 5:30 Jess feels her mouth curve up in an idiotic grin. Even Gwen’s knock has attitude. She can picture Gwen standing on the other side of the door, one hand on her hip, her patience for waiting used up after less than ten seconds.

Gwen’s blowing a bubble when Jess opens the door. She grins and the bubble pops.

“Hi.”

“Hello.”

Gwen doesn’t move to come inside. “We’re going out,” she says.

Jess blinks. “We’re…what?”

“Going out,” Gwen repeats. She blows another bubble. “To eat.”

Jess knows her face is doing something funny but she can’t help it. She’s never gone out to eat. She doesn’t like going out, really. There’s so much she doesn’t know—little things, things that she would have learned as she grew up that made people stare at her. Like answering the credit or debit question. Or knowing that her SHIELD I.D. didn’t count as an actual I.D. when she’d applied for her library card.

“You look like you’re going to cry. Or be sick.”

Jess shakes her head. “We can stay. I can cook—”

Gwen sighs and says, “Just put your shoes on, Drew.”

Jess grabs her wallet—Gwen’s not paying for her to eat again if she’s going be right there to pay for herself—and follows Gwen outside.

“How was work?” Gwen asks as they start down the sidewalk.

“Didn’t have to go,” Jess says.

“Why not?”

Jess shrugs. She doesn’t really want to get into it. What is she supposed to say, “Because I got my butt kicked yesterday”? No thank you. “What did you do today?”

“Packed,” Gwen says. She kicks a loose stone, scuffing her boot against the pavement. “I was inside all day and I need some sun. Hence, eating out.”

“You were packing?”

Gwen nods. “For school.”

“Like a charter school?”

Gwen laughs. “I’m a little bit old to be in high school, don’t you think?”

Admittedly Jess doesn’t know a lot about schools. Her knowledge is limited to Miles and Ganke, and even though she knows Gwen is a few years older, she doesn’t know how that translates to school years.

“For college,” Gwen clarifies. “I move in on Monday.”

“Oh.”

Gwen bumps Jess with her hip. “Aren’t you going to ask me what my major is like everybody else?”

“Sure.”

Gwen stops and faces her. “What’s wrong?”

“Nothing,” Jess says, but she can tell Gwen isn’t convinced. “I don’t really know a lot about college and stuff. I don’t know what to ask,” she admits.

Gwen squints at her. “What does that mean?”

“I never went to school. So I don’t really know…”

“You never went to elementary school?” Gwen asks, her tone incredulous.

Jess shakes her head.

“Middle school? High school?”

Two more shakes.

“What…how did you learn to _read_?!?”

“I’ve always known,” Jess says. She knows because Peter knows, just the same as she knows math and chemistry. If she lets herself zone out and let her subconscious take over, she can solve pretty much any problem. She doesn’t like it, though—not the way Peter did. She’d really rather read.

“What, like they just put it in your head when they made you?”

“I guess, yeah.”

Gwen lets out a low whistle. “Superpowers _and_ you never had to go through high school. You might be the luckiest person on earth.”

Jess laughs and stuffs her hands in her pockets. “I don’t think so.”

“You would if you knew what high school was like.”

“Maybe.”

They fall into silence and Jess can’t help but feel like it’s she who’s let the conversation lag. Like there’s a question she’s supposed to ask and Gwen’s waiting for her to do so. She takes a chance. “So you live at college?”

“Yeah. May’s making me. I told her I didn’t need to. I could take the train to NYU every day but she wants me to stay in the dorms and get the ‘college experience’.”

“And a ‘major’. What’s that?”

“The thing you get a degree in.” Gwen glances at Jess and grins. “I get the feeling this isn’t exactly helping you understand.”

“No,” Jess says.

“Let’s just say I’m moving for a few months and instead of taking a train to come over I’ll be able to ride my bike.”

“That close?” Jess asks, surprised.

“You don’t know where NYU is?”

“No.”

“You’ve probably seen it from above,” Gwen says. It always amazes Jess, the easy acceptance Gwen has for her superpowers. It’s probably because she knew Peter and knows Johnny and Bobby and Miles, but Jess spends most of her time with people who resent her for having powers. She understands—before super powers being a SHIELD agent was a source of pride. More and more it was starting to mean second best. Clean up crew.

“Probably,” Jess agrees.

“Maybe you should come by sometime. See if college is something you might want to try.” She can tell Gwen is teasing, but she’s not sure if she’s joking about the “come by” part or the “try college” part. But Gwen comes to see her, and if they’re friends, then Jess feels like she’s supposed to return the favor, at least sometimes.

“You move in on Monday?”

“Yup.”

“What time?”

Gwen seems surprised by the question. “Greenwich Hall moves in between 12 and 3.” She hesitates. “I’m planning on getting there around 2.”

Jess doesn’t really have an assigned time to leave work, and she can’t imagine Sharon telling her she couldn’t leave, especially after their talk yesterday. Still, she doesn’t want to make a promise that she might not be able to keep. Especially since it’s already making her stomach twist, thinking about trying to find Gwen in a place that Jess isn’t familiar with. Gwen looks hesitantly hopeful, though, like she likes the idea of Jess showing up.

“May’s not helping you move in?” Just to cover her bases. Just so there aren’t any unpleasant surprises if she does show up.

Gwen shakes her head. “Last year she did. This year I told her not to take the day off.” Gwen shrugs. “It’s not as big a deal the second year as it is the first.”

Jess nods. She still doesn’t want to make any promises, but it’s hard when Gwen is obviously trying to contain her excitement. “So where are we going, anyway?” She’s following Gwen’s lead, but Gwen seems to be roaming the streets at random.

“We’re looking for a food truck.”

“A food truck?”

She must sound skeptical, because Gwen shoots her a look.

“You’re not one of those food snobs, are you?”

“No,” Jess says defensively. She doesn’t think she is, anyway. She’s seen some of the food trucks in her neighborhood and not one of them looks appealing.

Gwen doesn’t look convinced. She raises an eyebrow challengingly, a small smile lifting the right corner of her mouth. “Let's just see, about that, shall we?” 

* * *

 

Jess is sweating. It’s a combination of nerves and the fact that it’s stupid hot out, and maybe if she could talk herself into relaxing it wouldn’t be so bad, but that’s not going to happen. She’s sitting on a stone bend outside of Greenwich Hall, next to a bike rack, waiting for Gwen. She keeps her head down, pretending to be preoccupied with her fingernails. She’s been asked three times if she’s lost or if she needs help, and she knows she looks weird, just sitting on the bench while everyone else is carrying boxes and bins inside.

“Jess!”

Jess jumps to her feet, relief washing through her like a cool wave. Gwen is climbing out of an old blue Buick, a huge grin on her face. She waves and Jess jogs toward her.

“Hi,” Gwen says. “I hoped you’d be here.”

Jess ducks her chin, suddenly shy. She shrugs and hooks her thumbs in her pockets.

“Help me unload?” Gwen asks. She moves to the trunk and unlocks it. There are several clear bins packed full of clothes stuffed in the trunk, and she pulls one out and drops it on the curb. Jess follows suit.

“There’s a box of books in the back seat, too,” Gwen says. Jess opens the door and reaches in. “It’s really heavy—”

Jess lifts it easily and drops it on top of one of Gwen’s bins. Gwen shakes her head. Jess catches her eye and curls her arm, showing off her bicep with a grin.

“I knew I invited you for a reason,” Gwen says. She passes Jess a lamp. “You have my permission to carry all the heavy stuff.” She slams the trunk closed. “I have to park. Be right back.”

Gwen pulls away and Jess spots a free trolley waiting by the door. She runs to grab it before anyone else can, and by the time Gwen returns she had Gwen’s bins loaded and ready to roll.

“Fine, be lazy,” Gwen teases, gesturing at the cart. Jess pushes her the trolley and Gwen leads the way to her dorm. It’s on the third floor, and it’s a lot smaller than Jess expected. There are two beds, two dressers, and two desks all crammed into the space. Gwen doesn’t seem too bothered by the smallness. She starts unloading her bins onto the bed. Jess can’t imagine living in such a tight space with another human being. She stretches her arms experimentally, checking the room’s width.

Gwen notices. “It’s bigger than my room last year,” she says. Jess drops her arms slowly.

“It’s still small.”

“I mean, it’s not a loft, like _some_ people have.”

Jess smiles, enjoying Gwen’s brand of teasing, and lifts the box of books from the trolley for her.

“The worst part is,” Gwen says, “is that living here probably costs more for the year than your place does.”

That doesn’t make any sense. Jess frowns. “Why would May make you live here, then, and not at home?”

“If I was paying for it, she wouldn’t.” Gwen drops onto the free bed. “I don’t actually have to pay for my school.”

“Why not?”

Gwen’s face goes tight. Jess hadn’t expected the question to upset her, but it clearly has. “It was just…something that was taken care of. After…my dad.”

Jess looks at her feet.

“It’s okay,” Gwen says. She sighs. “It’s been five years.”

“That’s not that long,” Jess says. It’s a year longer than four, and she feels like her life so far has been a blink.

“No,” Gwen agrees, her voice soft. “It’s really not.” Gwen’s face is red, and when she pulls her bottom lip in Jess knows she’s fighting tears. She watches Gwen helplessly, not sure what to say or what to do or if Gwen would even want her to do anything at all.

Gwen presses her hands to her face and takes a deep breath. She holds her hands there for a few seconds and then drops them. The red begins to slowly fade from her cheeks. “Sorry,” she says. She sniffs and wipes her nose. “Just stuff like this…” she shakes her head and doesn’t finish the thought, though Jess knows she’s still thinking about her dad, and suddenly Jess is very glad she decided to show up instead of letting Gwen move in alone.

Gwen unpacks quickly, throwing clothes haphazardly into drawers, and then Jess helps her carry the empty storage bins back to the car. “I’ll drive you home,” Gwen says.

“You don’t need to. I can swing.”

Gwen rolls her eyes. “I _know_ you can swing, Jess. But for purely selfish reasons, I’d like to drive you.”

“Okay. I’ll bite. Why selfish?”

“It’s almost rush hour. It’s going to take me forever to get home, and I’d like someone to talk to for at least a little while to distract me from my road rage.”

“I don’t talk,” Jess says.

“No shit.” Gwen smiles when she says it, making sure Jess knows she’s not really serious, and nudges her with her elbow. “But at least I won’t feel crazy complaining about people if you’re sitting in the car with me.”

“Yeah.” Jess nods, a slow smile playing over her lips as she imagines Gwen shouting at the other drivers. She actually wants to see this. “Okay.” 

* * *

 

Gwen slaps her arm and Jess jumps, barely avoiding flinging her phone out the open window.

“You have a _phone_?!?”

Jess looks down at her SHIELD issued cell phone. The answer is pretty obvious. “Uh…yeah.”

“Why didn’t you _tell_ me?!? I thought you were technology impaired this whole time!”

“Just because I don’t have a TV,” Jess says. She drops the phone in her lap. Sharon had texted her, asking how moving Gwen in had gone. Not that Sharon knows it was Gwen. Jess said “a friend” and Sharon had left it at that.

Gwen sniffs and says, “It’s a fair assumption.” Jess sees her glance at the phone quickly, then her eyes flick back to the road. “That thing is really thin. What is it; an iPhone?”

“I don’t know.” Jess holds it up. “A SHIELD phone.”

“It’s for work?”

Jess hesitates. SHIELD gave it to her and Danvers said that it was private “until you give us a reason to not make it private anymore,” which she’s pretty sure is Danvers’s way of saying she can use it for anything she wants. But so far she’s only used it for work, because work numbers are the only numbers she has in her contacts. “No,” she decides. “It’s not just for work.”

Gwen doesn’t say anything.

“What?”

“I’m trying not to yell at you for leaving me in the hall when you could have just texted me you were going to be late all those times.”

“Three times,” Jess says. “That’s not a lot.”

“I’m sorry.” Gwen holds a hand up, holding off Jess’s argument. “Was it you sitting on the floor? Was it your butt falling asleep?”

Jess pushes Gwen’s hand out of her face with a grin. “Butts can’t fall asleep,” she scoffs.

“Oh, yes they can. First hand experience, right here.”

“Listen. That’s your own fault. I hid a key for you to find, and you decided to sit there instead of look.”

Gwen squints and casts Jess a sidelong glance. “You did not hide a key.”

“I did too.”

“Where is it?”

Jess shakes her head and says, “Nuh-uh. I’m not telling. You’re supposed to find it.”

“You’re just going to go back and hide one to make me feel stupid when I find it on Wednesday.”

“I wouldn’t do that,” Jess says. She hopes that Gwen doesn’t think she’d ever try to make her feel stupid. “I really did hide a key.”

“Okay, well…” Gwen drums her fingers on the steering wheel. “Can I have your number anyway?”

“For what?”

“For texting.”

“About what?”

Gwen raises an eyebrow. “I don’t know,” she says, sounding amused. “It’s not usually something I plan ahead for.”

“Oh.” Jess considers it. On the one hand, she’s not sure if she wants SHIELD to be able to see the things Gwen might text her. On the other, Gwen is right; texting her would have definitely come in handy when Jess was lost and trying to find Greenwich Hall. She nods. “Okay. Yes. You can have my number.”

“I swear.” Gwen turns on her blinker as they pull up to a stoplight. “I’ve never had to explain _why_ I wanted someone’s number before.”

“Sorry.”

Gwen shoots her a grin. “It’s not a bad thing,” she says. “It just makes you different. It’s kind of cool. I mean, I have numbers in my phone for people I can’t even picture. How many contacts do you even have?”

“Two.”

“ _Two_?!?”

“Three, after I get yours.”

Gwen whistles. “Jessica Drew. You are an odd bird.”

“You just said—!”

“It’s still not a bad thing!” Gwen laughs. “It’s still not a bad thing!” She reaches for her phone and passes it to Jess. “Here. You can put it in.”

Jess thumbs the phone on.

“Do you know how to do it?” Gwen asks, still smiling.

Jess shoots her a look. “No,” she says sarcastically. “This contacts button—I have no idea what that could possibly mean.”

“Okay, okay.” Gwen’s laughing again. “You made your point.”

* * *

 

Gwen drops Jess off outside her building and thanks her for helping her move in. “Seriously,” Gwen says. “It meant a lot to me.”

“You’re welcome,” Jess says, and Gwen pulls away. Jess heads up the stairs and her phone buzzes. It’s a new number, and when she unlocks her screen a yellow face sticking it’s tongue out is waiting for her. A moment later a line of text appears: _That’s called an emoji_. Then: _This is Gwen, by the way. In case you couldn’t figure it out._ Another buzz. _Good night!_

Jess texts “good night” back. It’s stupid, especially after she’s just spent most of her day with Gwen, but she’s grinning like an idiot when she slips the phone back in her pocket.


	4. Chapter 4

It’s Operations and Strategy day for Jess, which means slouching in a hard plastic swivel chair while she reads ridiculously detailed questions about what to do when things go bad on field assignments she’s never going to be sent on. Infiltrate the Russian parliament? Yeah right. She doesn’t even speak Russian. But “I wouldn’t go” isn’t an option, and whatever she answers gets sent straight to some analyzing program. And then probably to Director Danvers’s computer, which makes her more than a little paranoid. More than once she’s been tempted to not even read the question and just stab whatever answer looks best, but the mental image of Carol Danvers lifting an eyebrow as she reads Jess’s answers stops her.

“Your cover is compromised during an intelligence gathering mission,” she reads aloud. “You have managed to collect vital information about your target’s objectives but you have not had the opportunity to relay the information to anyone. You have the information on your person in the form of a small flash drive. You are about to be taken into custody by the enemy. What do you do?”

“What are your options?” Sharon asks. She’s doing paperwork while Jess struggles through her questions.

“A, find a computer to pass the information on and allow yourself to be taken captive. B, attempt to fight your way out. C, swallow the flash drive and allow yourself to be taken captive. Or D, attempt to evade capture altogether.”

“Swallow it,” Sharon says promptly.

“Are you serious?”

Sharon glances up and says, “I’m giving you a freebie here.”

Jess stabs the C. “Why would I swallow it, exactly?”

“Because if they catch you and they don’t find any evidence that you’ve been spying, you might be able to talk your way out of it. And then you can sneak away.” Sharon flips a piece of paper over and studies it for a moment before she begins to write. “Also, SHIELD flash drives are specifically designed to withstand stomach acid. So if you get away we’ll still be able to get the data. And if you don’t, hopefully we manage to get your body back and extract it from the corpse.” Sharon looks up and notices Jess’s slack jaw. “What?”

“That’s morbid.”

“Morbid but practical.” Sharon gestures toward the tablet. “How many do you have left?”

Jess hits the bottom of the screen, bringing up the progress bar. She groans. “Sixty-five.”

“D’you get headaches when you do those things?” Sharon taps her temple with her pen. “I don’t know if it’s from the screen or from the questions, but—”

A short alarm cuts Sharon off. She stares at Jess for a moment, stuck between what she was about to say and processing the sudden blare of the alarm. The pager on her desk begins to buzz, skittering wildly until Sharon grabs it and checks the message.

“616,” she says. Jess has no clue what that means—she’s not quite up to speed on her codes yet, but she’s pretty sure it means she can give up on Operations and Strategy. Sharon stands and Jess drops her tablet onto Sharon’s desk.

“What does 616 mean?”

“Means there’s somebody bad knocking on our front door,” Sharon says, her words clipped. She walks briskly, making her way to the elevator at the end of the hall. Jess is hot on her heels.

The alarm is louder in the hall, and Jess has to force herself to not cover her ears as they wait for the elevator to arrive. When it does they squeeze themselves into a mass of grim-faced senior agents. Jess feels slightly out of place in her navy blue SHIELD uniform amongst the black and greys of the senior agents, but Sharon never said she should stay behind, so Jess lifts her chin and tries to pretend she belongs.

The hub of on-site operations is the sixth floor, though it’s not a floor so much as it is a massive room full of computers and holographic screens. Jess has never seen it so packed with people in her life. It’s organized chaos, with agents sprinting to stations and shouting things at each other. Carol Danvers stands above it all, barking out orders as she watches a hologram projecting a bird’s eye view of what Jess recognizes as the street that runs past SHIELD headquarters.

“Director Danvers,” Sharon says, and Jess has never heard that tone of voice before: focused and attentive. Professional.

Danvers doesn’t turn around. “Ground attack,” she says. “Destroyer.”

Sharon stiffens and steps close to Danvers but not before Jess sees a long flash of yellow-orange light streak across the hologram and turn a car into a ball of fire.

“Do you want me here or downstairs?” Sharon asks.

“Downstairs. I need a perimeter,” Danvers says. “We’re locking this place down and I need you to hold that fucker off until we can get the Ultimates scrambled.” She swiped a hand, switching the view, and Jess is treated to her first glimpse of a Destroyer. It’s massive—at least three stories tall—and it looks like a man made entirely of metal. Where its face should be is a blank black space. It lifts an arm and the metal shifts from fingers to an enormous hammerhead. It swings and smashes its arm against a building, shattering the glass and bending the steel. Glass rains down. Jess can see people running, scrambling over cars. Danvers swears and Sharon takes a quick step toward the elevator.

“What about me?” Jess asks quickly, desperate to do something, anything.

“You stay here,” Sharon says.

“I can help.”

“You can get killed, too.”

“Let me help. There’re people trying to get away. I’m fast. I can help them.”

Sharon stares at her, then looks over Jess’s head at Danvers.

“Okay,” Danvers says.

Jess sees Sharon’s jaw go tight.

“She’s right. She can help, Sharon.”

Sharon doesn’t say anything. She takes a deep breath and looks at Jess again. “Be safe,” she says shortly and then turns to the elevator.

Danvers grabs Jess by the shoulders and spins her around. She leans close and glares at Jess over the top of her sunglasses. “Don’t you dare get close to that thing. Do you understand me?”

Jess nods.

“You can’t stop it. It can and it will incinerate you. And if you get hurt I’m going to be in an awful lot of trouble. You help people get away and that’s it.”

Jess nods again.

“I need an earpiece!” Danvers shouts to the room at large, and a moment later a tech vaults up the stairs and hands her one. Danvers clicks it on and clips it around the shell of Jess’s ear. “If you hear somebody tell you to jump you better do it. If you need help just say so; we can hear you.” Danvers takes her by the shoulders again. “You ready?”

Jess nods.

“Go be a hero, kid.”

Somebody opens a window for her and Jess leaps into open space. She scans as she falls, trying to decide on the best course of action. Air whips past her ears as she falls, distorting the sounds of sirens and crashes below. She needs a safe place to herd people that’s still close enough to make saving them plausible, but the Destroyer is huge and she can’t help but think that safety is a pretty relative term. She extends her right arm and shoots a web that catches on the building directly across from SHIELD headquarters. She drops and repeats the motion with her left arm, zigzagging her way quickly to the ground.

The smell of gasoline and smoke makes her eyes water before her feet ever hit the pavement. More than a few cars are burning. Jess tries to ignore the fact that pretty much every abandoned vehicle on the street is a bomb waiting to happen.

Jess drops and hits the ground running. She clambers atop a taxi and pauses, taking in the destruction strewn about the street. The Destroyer is almost a football field away still, swinging its arms and smashing them against the buildings lining the streets. It didn’t seem concerned with the people frantically running from it, but its feet are crushing cars like metal insects. People probably wouldn’t register on…whatever it was that made a Destroyer tick.

“Where do I put them?” Jess asked. She feels stupid, asking the question out loud and directing it at no one, but a moment later a male’s voice chirps in her ear.

“Subway. There’s an entrance one street over.”

Jess knows exactly where it is. She leaps from the top of her taxi to a minivan, making her way toward the Destroyer. The people toward the edge of the debris field are moving on their own. They’re screaming but they’re moving, and Jess is more worried about the people trapped in the cars that have been thrown and overturned and crushed.

There’s a car crumpled against a light post and Jess can see a woman slumped forward against the steering wheel. She slides to the ground and sprints to the car, praying the woman is knocked out and not dead—she doesn’t know what she’ll do if the woman is dead—and wrenches the front door open.

A kid is crying. Jess ducks her head into the car. There’s a toddler strapped into a car seat in the back, his face soaked with tears. He looks terrified.

“It’s okay,” Jess tells him. He doesn’t give any indication that he’s heard her.

She touches the woman’s neck and the woman groans.

“Wake up,” Jess says. She squeezes the woman’s shoulder. “Come on, wake up.”

The woman lifts her head and Jess guides her back against the seat. Something explodes close enough to make Jess flinch. The little boy is shocked into silence for a split second and then his screaming starts again in earnest. The woman’s eyes flicker and open. “Tommy?” she mumbles.

Jess reaches across and unbuckles the woman. “You need to get up,” she says. “I’ll get the kid, but you need to get out.”

“What happened?”

“Some sort of attack,” Jess says simply. She moves to get Tommy. Tommy reaches for her the moment she opens the back door, straining against his seatbelt. Jess unbuckles him quickly and lifts him from the car. He’s still screaming, and when he sees his mother struggling to stand he reaches for her. She holds her arms out to take him from Jess, but Jess hesitates. “Are you okay? Can you hold him?”

“I’m fine,” the woman says. She sounds shaky but determined. Jess lets Tommy go.

“There’s a subway entrance.” She points. “That way. Get there. Get underground.”

The woman nods. She moves a hand to the back of Tommy’s head, holding him against her shoulder. “Thank you,” she says, and Jess jumps atop the nearest car, scanning for more trapped motorists.

Someone whistles. A man dressed in a suit is standing on top of an overturned car, waving his arms over his head. Jess changes directions quickly.

“I can’t fit!” he shouts as she approaches. “I can’t get him out!”

He’s standing on a taxi. There’s a man hanging upside down in the driver’s seat, one arm pressed against the roof of the car. Jess falls onto her stomach and worms her way forward, ignoring the pinpricks of broken glass against her knees and elbows. The driver is sweating profusely. His right arm is obviously broken, and when he sees Jess he rattles something off in a language Jess doesn’t understand.

“He can’t get the buckle and I can’t fit through the window,” the man says. He’s breathing hard, casting frightened glances at the Destroyer.

Jess twists and turns, blindly groping for the buckle. It clicks and the driver collapses on top of her with a groan. Jess wiggles free. “Help me,” she says to the other man, and he drags the driver out through the window by his good arm while Jess forces his hips through the small opening. The driver cries out when he finally collapses against the pavement, and before Jess has a chance to help him to his feet the businessman tells her he can handle it. “Go. Help people,” he says, and Jess doesn’t need to be told twice.

More and more people are trapped as she moves down the street. Some are too scared to get themselves out, some are seriously injured, and for the most part Jess doesn’t have any trouble finding people to act as human crutches for the ones who need it.

It’s the kids she has the hardest time with. They’re scared and they don’t know how to help her and some of them are too young to even recognize that Jess is trying to help them. She’s trying to coax a little boy with a bloody nose to get out of the car without his sister who’s crying and clinging to him when the other door opens and Gwen Stacy leans in and reaches for the sister. She’s dirty and disheveled and her knuckles are scraped bloody but it’s definitely Gwen, and Jess is so surprised she forgets where she is and jerks upright. She slams her head against the roof of the car and Gwen glances at her.

“Hi,” Gwen says, and there’s no humor to her voice. She’s focused on unbuckling the little girl. Her eyes, normally glinting with mischief, are dark and serious. Gwen’s brow is furrowed, and Jess is trying to figure out where the _hell_ she even _came_ from when Gwen straightens and lifts the little girl from the car.

Flustered, Jess finishes unbuckling the little boy.

“Do they have parents somewhere?” Gwen asks, all business, and Jess shakes her head. She has no idea. Maybe he or she went to find help. Maybe something bad happened.

There’s a low rumbling that steadily grows in pitch, like a metallic monster building up to a scream. It makes Jess’s chest vibrate. She turns; the Destroyer’s blank face is glowing a hot white, and she remembers the streak of light on the hologram that blew up a car.

Jess swears and shouts “Get down!”

Gwen drops immediately and Jess follows suit, pressing herself into the abandoned car.

There’s a noise like an aerosol can being sprayed across a flame, only ten times louder, and a bus maybe fifty feet away from them is launched into the air on a wave of fire. The kids scream. Jess feels tiny nails dig into her neck.

“It’s okay,” Gwen is saying, over and over again. She’s stroking the little girl’s back soothingly. They’re both shaking. She turns wide eyes on Jess, silently asking her what the plan is.

The bus is burning and flames are quickly spreading to the surrounding cars. It’s creating a wall that Jess isn’t brave enough to try to maneuver. Maybe if she was alone, but she’s not. She glances up. The Destroyer is three stories tall and the buildings lining the street are anywhere from five to twenty.

“I’m going to go up,” Jess says. She stands and adjusts her grip on the little boy so that he’s riding her piggy-back, his arms wrapped around her neck so tight she can barely breathe. God, she hopes she can do this. “Up to the roof. I’ll drop him off and come back for you. Okay?”

Gwen nods. Jess looks at her for a moment. She feels like she needs to say something, but nothing sounds right. “I’ll be right back,” she says finally. She ducks her head and sprints awkwardly toward the nearest building, the little boy hanging from her like a dead weight.

She ascends quickly with short, choppy shots of web. It’s like rappelling in reverse, like sling-shotting herself one hand at a time up the side of the building. Jump, shoot web, catch, pull, jump, repeat. She can’t go fast enough, and when she finally reaches the top she has to force the little boy to let her go.

She launches herself from the roof and catches herself at the last possible second with a short strand of web around a bent light post. He momentum swings her forward, and she times the release to land squarely atop the car Gwen is crouched next to.

Gwen pushes the little girl toward Jess. “Just like your brother,” she says. The girl is a little older and she wraps her arms around Jess willingly. She’s crying, shuddering against Jess’s back. She’s a bit heavier than her brother but she doesn’t scream when Jess starts up the side of the building.

Jess’s almost at the top when she hears the flush of a small jet engine. She looks up; Iron Man is flying toward the Destroyer, a line of white smoke trailing behind him, and Jess feels a cold rush of relief flow through her veins. She pulls herself over the side and drops to one knee, encouraging the little girl to join her brother and then drops over the side again just in time to see all hell break loose.

The Destroyer is more than a little interested in Iron Man. It flares up its faceplate and fires a beam of light at him. Iron Man ducks and dives and the beam follows him, throwing up cars and trucks in explosion after explosion of fire and metal. Cars arc through the air, spinning and cartwheeling and wreaking their own special destruction. One car hits another and skips, like it’s nothing more than a pebble across a smooth surface—and Jess is close enough to see the horror on Gwen’s face when she realizes she can’t move fast enough to avoid the mass of fire and steel hurtling toward her.

Jess’s stomach clenches and she screams: “ _Gwen!_ ”

She hits Gwen _hard_ and lifts her off of her feet, away from danger, a split second before the car obliterates them both. Jess feels her web go limp in her hand—snapped by the car—and then they’re falling. Her left arm is wrapped around Gwen and her right is instinctively shooting web, but nothing catches. There’s a brief moment of crystal clear _oh shit_ and then they land.

It’s a car or a truck—something that shatters and thuds hollowly and gives more than pavement, but only just. Jess’s breath rushes from her lungs with a painful _whoosh_ and doesn’t come back.

Gwen is laying half on top of her. She’s coughing, struggling to catch her breath as well. Jess bends her knees and presses her heels into whatever they’ve landed on, trying to force air back into her aching lungs. She hears herself make a high-pitched keening noise and if she wasn’t so focused on breathing she might be embarrassed.

“Jess?” Gwen pushes herself up. Her face is streaked with soot and dirt, and there are long, clean lines carved through it where sweat has trickled.

Jess shakes her head. It’s the only thing she can do.

Something sharp and dark flashes across Gwen’s face. She scrambles to her knees, moving awkwardly. She leans over Jess and places a hand on her shoulder. “It’s okay. You’re okay. Just breathe.”

Breathe. Right. That’s the problem.

“Relax, Jess.”

Jess closes her eyes. She tries to unclench her jaw. She flares her nostrils, trying to force air into lungs that feel flat and unresponsive in her chest. Panic is setting in, demanding she inhale _right now_ , and then it’s like a switch is flipped in her throat and air is suddenly allowed past.

She gasps, chokes, and then has to force herself to breathe out again. She opens her eyes. Gwen is staring down at her, her eyebrows drawn together tightly.

“Are you okay?”

Jess nods weakly and Gwen sighs with relief. Then the corner of her mouth twists up.

“Ow,” Gwen says.

Jess groans in agreement.

“Thank you.”

Jess moves her arms experimentally and wheezes “Don’t mention it.” She sits up. Glass pops and crunches under her. They’ve landed on the hood of a minivan and she’s managed to thoroughly destroy the windshield.

Gwen slides to the ground and turns, watching warily as Jess follows suit. Jess has to lock her knees to keep from stumbling. Her legs feel stiff and awkward, like she’s just gotten off of a trampoline. SHIELD uniforms are not nearly as forgiving as her Spider Woman suit.

Gwen looks over Jess’s shoulder. They’re close enough to hear the hiss of Iron Man’s missiles. “We should move, right?”

Jess nods and takes Gwen’s hand without thinking. “This way,” she says, and it’s not until they’ve gone three steps that she realizes the move might seem slightly patronizing. Gwen can _walk_. She briefly considers letting Gwen go, but the satisfaction of feeling Gwen behind her, of _knowing_ that she hasn’t fallen behind or gotten lost, trumps Jess’s embarrassment. She relaxes her grip, though, giving Gwen the option of pulling her hand free, and Gwen doesn’t take it. 

* * *

 

It’s an EMP blast that finally takes the Destroyer out. One well-placed missile with the pulse attached, one flash of bright violet light and the Destroyer goes perfectly still. No more smashing, no more incinerating, just a silent, deadly giant standing in the middle of the street, watching as paramedics and firefighters and SHIELD medical personnel crawl through its carnage.

Sharon finds her in front of SHIELD headquarters escorting an elderly woman to the medical tent someone’s set up. Jess sees her shoulders sag with relief. She waits until Jess has passed the woman off to a medic before reaching out and squeezing her shoulder and saying “You did good.”

Jess nods and ducks her chin, a little embarrassed by the attention.

“I’m glad you’re okay,” Sharon says.

“And you.” Jess gestures toward front steps of SHIELD, where Gwen is sitting with Naomi and Austin—the kids they rescued from the car—helping them open a pair of water bottles. “Do we have somewhere for people to go if they’re looking for someone?”

“They’re setting up a pooling area at a high school down the street. In the gym.” Sharon studies her for a moment. “Are you going to take them?”

“If you need me here—”

“I don’t.” Sharon shakes her head. “You’ve done enough. Take them to the pooling area, help them find a parent or relative or something, and then I want you to go home.”

Jess nods. A part of her wants to argue and say that she can help find people still trapped, but a much bigger part of her is exhausted. 

Gwen tags along to the high school—not that she really has a choice. Neither Austin nor Naomi seem too keen on spending time alone with Jess. Probably has something to do with being carried hundreds of feet into the air by some strange woman. They clutch Gwen’s hands and watch Jess warily, as if they expect her to carry them off again at any moment. Jess finds herself wishing her uniform had pockets, just so that she doesn’t feel so awkward not holding their hands.

The high school makes her wish she wasn’t wearing a uniform at all.

As far as she can tell she’s the only SHIELD employee in the building. She’s immediately assaulted with questions: what was that thing and what do we do if we can’t find who we’re looking for and are we supposed to sign something and is it over or was that just the first wave? Jess doesn’t have answers for any of them. She’s just as clueless as they are, but she’s wearing the eagle patch and apparently that makes her an authority figure. She tries to tell people that really, she doesn’t know what’s going on, and it’s clear from the looks on their faces that the majority of them think she’s lying. Gwen offers her a small, reassuring smile. It’s not much but it honestly helps. Even so, when Naomi spots her Aunt Ginny standing halfway up the bleachers in the gym, scanning the crowd, Jess can’t get out of there fast enough.

Gwen puts her hand on Jess’s shoulder and follows her through the throngs of people. Jess can hear her apologizing over and over as they elbow their way outside. When they step out onto the sidewalk and Jess sees the people still filtering in—hears the sirens still blaring as ambulances race back and forth—it’s surreal to think that her day is over while there’s still so much to be done.

“Are you going back over there?” Gwen asks.

Jess shakes her head.

“Alright, well…” Gwen steps away. “I left my bike, so I’ll see you around.”

It takes Jess a second to process that. “You _what?_ ”

Gwen turns and grins, her eyes bright against the dirt smudging her face. “I’m kidding. I took the subway. You wanna ride back with me?”

She usually swings to and from work, but what the hell. She’s not a real New Yorker if she never rides the subway, right? Jess nods and falls into step next to Gwen.

“This—” Gwen makes a sweeping gesture with one hand. “Is not what I had pictured for today. This is like, serious Ultimates level shit right here. Do you know where that thing _comes_ from?”

“Whoa, wait.” Jess holds up a hand. “Where did _you_ come from?”

Gwen smiles and Jess knows she’s trying to look innocent. “What?”

“You just appeared out of nowhere. One minute I’m trying to get Austin out of the car, the next minute you’re there, like it’s totally normal for you to be running around rescuing people out of cars.”

Gwen laughs, obviously delighted with herself for flustering Jess. After the day they’ve had it’s a nice sound. “You should have seen the look on your face.”

“My eyes almost fell out of their sockets.”

Gwen giggles. “My late class was canceled, so I decided to swing by and see if you wanted to get lunch with me.”

“Swing.”

Gwen winks. “You like that?”

“Yeah, very nice.” Jess grins and shakes her head. “You picked a great day to visit.”

“I _was_ kind of wondering what you do all day. I should have figured it would be something dashing and heroic. Also.” Gwen reaches out and pinches her arm, plucking at Jess’s uniform. “What is with this thing?”

“It’s my uniform.”

“Does SHIELD not have any room in the budget for something a little sturdier than nylon?”

Jess glances down at her uniform. There are dark spots where her sweat has worked through the material. “It is too sturdy.”

“Jessica. There are, like, fifty holes in that thing!” She holds up Jess arm, showing her a long rip along her tricep. “My pajamas are sturdier than this.”

“Maybe. But it _does_ cover more skin than your pajamas.”

The second the words are out of her mouth Jess feels a blush begin to creep up her neck. A wicked grin curls the corner of Gwen’s mouth. She lifts an eyebrow playfully. Jess pretends to be preoccupied with watching a pair of pidgins cruising the sidewalk for crumbs.

“What are you saying, Agent Drew? Are you saying I wear an insufficient amount of clothing to bed?” Gwen bumps Jess with her hip.

“No. It’s…I…it’s sufficient. What you wear.” Jess pauses. She feels like an idiot and her cheeks are on fire. “It’s appropriate.” She clears her throat and changes the subject. “So how does the subway work, anyway?”

Gwen slows dramatically and begins miming a heart attack, clutching at her chest and taking short, choppy steps. “Never…never been…on a subway?” she gasps, “Can’t…can’t comprehend…how…”

“Alright, alright.” Jess shakes her head. “Cut me some slack. I don’t exactly need it.”

Gwen straightens immediately. “Slack cut,” she says cheerfully. “It’s really easy. You need a MetroCard but I’ll buy it.”

“I can buy it,” Jess protests.

“What for? If I buy it I can keep it when we get off. When are you going to take the subway again?”

“Fair point.” Jess twists her lips. “I could always swing us back.”

The look of apprehension that crosses Gwen’s face is immediate and incredibly obvious.

“Or not,” Jess says quickly.

Gwen shakes her head. “Sorry. I just…I trust you, but I’m not…” She looks up and shudders. “That’s just really, really, _really_ freaking high.”

Jess shrugs. It is high, and she understands: Gwen has no way to save herself should anything bad happen. And besides, the subway is almost guaranteed to take longer than swinging. Which means more time talking to Gwen.

And Jess is more than happy to sacrifice swinging for hanging out with Gwen _any_ day.

 


	5. Chapter 5

Jess is getting ready for work when her phone buzzes on her nightstand. She knows it’s Gwen who’s texted her. She grins and drops onto her bed, a towel wrapped around her wet hair.

_‘What are you doing tonight?’_

Well…she doesn’t exactly make plans besides “be home on Wednesdays because Gwen is coming over.” Sometimes she goes out and patrols, sometimes she stays home and goes to bed early, sometimes she just goes out to mess around for a bit. It can be a great stress reliever, to just swing with no destination in mind. But saying ‘I don’t know’ sounds like she’s got something in mind already, and she’d really rather know what Gwen has planned.

 _‘Nothing_ ,’ Jess texts back.

_‘Wanna go to a play w/me?’_

A moment later, Gwen texts again: ‘ _It starts at 7. I have to go for a class.’_

Jess doesn’t even care what play it is. Doesn’t even care that it’s a play, really. Gwen could have asked her to go to a ball pit and Jess would have agreed. Which maybe says something, but Jess hasn’t really had a friend before. Maybe this is normal, the warm delight that shoots up her spine every time she sees Gwen’s name on her phone’s screen. Or maybe it’s not normal, what does she know? She feels a little like she’s just hanging on, trying to be interesting enough to warrant Gwen’s friendship. Because really, she can’t understand what Gwen sees in her. She might be a super hero, but besides that she feels pretty boring. Still, if Gwen wants to spend time with her, then Jess is definitely not going to run in the opposite direction.

 _‘Sure,’_ she texts back. It seems like such a short, unemotional response. It holds none of the excitement she actually feels, and Jess doesn’t know how to convey that in a text. Add some exclamation points? Well, whatever. It’s too late now.

 _‘Cool,’_ is Gwen’s response, _‘I’ll see you tonight.’_  

* * *

 

It’s a little after 6:30 when Jess plants herself to the side of Gwen’s building. “Gwen and Cathy live here” is painted on the lone window in yellow and blue acrylic paint. It’s a clever way of letting Jess know which room belongs to Gwen, which is all kinds of helpful given how uniform the building’s façade is.

 Jess taps on Gwen’s window gently with one finger and presses herself against the wall, just in case Gwen’s not home and its Cathy who pops her head out of the curtains.

The window shudders and shakes as its pushed up, and a moment later Gwen’s blonde head peers around the corner. She grins when she spots Jess.

“You look like a cat burglar,” she teases, and then moves out of the way. Jess crawls through the window and peels off her mask.

“Why do I look like a cat burglar?”

“The bag. You look like you’re here to fill it with jewelry.”

“Ah.” It’s actually full of street clothes, and Jess stands awkwardly for a moment before Gwen rolls her eyes and pushes Jess toward the bathroom.

“You can get changed in there. Make sure you don’t leave behind a bootie or something. I really don’t want to try to explain that to Cathy.”

“I don’t wear booties,” Jess protests.

Gwen pulls a face as she closes the door—a face that obviously says Jess can think whatever she wants to think, but she definitely does wear booties.

“You can go to the play by yourself,” Jess says, raising her voice to be heard through the door. She doesn’t mean it and Gwen knows it. She can hear Gwen laughing, calling her bluff, and Jess grins. She doesn’t really think she’s funny, but she definitely likes making Gwen laugh. She pulls on her jeans and t-shirt and has a moment of panic when she can’t find her socks—she can’t ask Gwen if she can borrow socks—before she finds them balled up under her Spider Woman suit. She stuffs the suit in the bag and does a quick check—no mask on the counter, no gloves on the floor—before stepping out of the bathroom.

“Ready?” Gwen is scrolling on her phone when Jess steps out of the bathroom. She offers Jess a lopsided smile and shoves her phone into her back pocket.

“Can I leave these?” Jess asks. She holds up her bag. Gwen takes it from her and hides it under the pile of clothes and towels at the end of her bed.

“Is that good enough?” Gwen moves a t-shirt over, covering the lone corner of the bag still peeking out from under the pile. “Or does that make you paranoid?”

“No, that’s…that’s fine.”

Gwen narrows her eyes and waits, giving Jess the chance to chicken out and say yes, it definitely makes her paranoid to just leave her suit unattended in a strange place. Jess doesn’t take it. Gwen doesn’t take secret identities lightly, and if she’s confident that Jess’s suit is safe then Jess is going to trust her. After a moment Gwen grabs a set of keys from the hook on the back of her door and leads the way into the hall. Jess waits self-consciously, her hands shoved into her pockets, as Gwen locks her door.

“The theater’s not far,” Gwen says when she turns around, and Jess falls into step next to her. There are people walking the hall, carrying baskets of laundry and books and hanging in open doorways. Gwen seems to know most of them by name but she doesn’t stop to talk, and for that Jess is infinitely grateful. She’s aware of the curious glances people are shooting her way, and the thought of introducing herself makes her hands go clammy. She doesn’t know why meeting people makes her heart beat triple time. She’s a super hero, for crying out loud. Holding her hand out and saying hello doesn’t even register on the list of crazy terrifying things she’s seen and done in her life. She’d be the first to admit that it doesn’t make any sense, but it’s not something she can help no matter how many silent pep talks she subjugates herself to.

They take the elevator. The doors slide shut and it takes a moment for the motor to whirr to life, but when it does Gwen turns and asks, “Are you alright?”

Jess blinks, a little surprised and a little confused. “Fine,” she says. “Why?”

Gwen is squinting at her again. She shakes her head. “No, nothing. You just look all…tense.”

Jess glances down. Her hands are sharp knuckled fists poking at the denim of her pockets. She pulls them free. The hems of her pockets have dug into the backs of her hands, leaving behind a definite line complete with stitching. She takes a deep breath and makes a conscious effort to relax her shoulders. “Sorry,” she says.

“It’s fine,” Gwen says quickly. “Just…if there’s a problem, you can tell me. You know?”

Jess nods.

“Nothing happened at work, right?”

Jess is halfway through shaking her head “no” when it occurs to her that actually talking might be the better way to reassure Gwen. “Nothing happened at work.” It was pretty boring, actually. She’d had a short training session before Sharon was pulled away for an afternoon of meetings and debriefings, and Jess had been pretty much left to her own devices. She spent the rest of her day reading over old dossiers on villains and heroes—Tony Stark’s write-ups were by far her favorite. They were chock full of sarcasm, and despite his reputation as a seat-of-the-pants fighter he seemed to have a knack for identifying and exploiting weaknesses in his opponents. Of course, having an arsenal of specialized gadgets made exploitation a whole lot easier. Jess has webs. And a spider sense that likes to go off in the heat of battle, as if she didn’t already know she was in trouble.

Gwen is still watching her, and Jess can tell she’s not convinced.

“I promise. Nothing happened at work. It’s just—”

The elevator dings open, interrupting Jess and giving her a few precious seconds to organize her thoughts. There’s a young woman sitting at a desk as they round the corner. She offers Gwen a brilliant smile and a “have a good night.” Gwen holds the exterior door open for Jess.

“It’s just what?” Gwen prompts as they descend the front steps.

“Weird,” Jess decides. “Being here.”

Gwen stops and looks almost…panicked? But that’s not right—Gwen Stacy has never looked anything but absolutely confident in all the months Jess has known her. Longer than that, even, because that’s how Peter remembers her, too.

“It’s not a bad thing,” Jess reassures her hurriedly. “It’s just strange. Nobody here knows who I am. And I just kind of realized that most people I know are people I work with—besides you and Miles—and they all know I’m Spider Woman.” She shrugs. “So it’s weird. It hit me; I’m walking around with a secret identity.”

Gwen looks infinitely relieved at that. “Okay,” she says. Then, “Good.”

And why wouldn’t she be relieved? She’s probably desperate to find different things for them to do together. Jess’s apartment isn’t exactly the most entertaining space to hang out in. Gwen’s stopped hassling her to buy a television, but Jess is still all too aware of how bare and boring her living space is. Gwen hasn’t said anything, but being on campus throws Jess’s apartment into high contrast. There’re tons of things to do here. She should really start bracing herself for the day Gwen decides she can do better things with her time than hang out with a hermit.

“Have you ever been to a play?” Gwen asks as they make their way across campus. Jess shakes her head. Never. Never been to a play, never been to a movie, never been to a concert. It’s easier to list the things she has done. It’s a much shorter list.

“I feel kind of bad,” Gwen says. “This probably won’t be the greatest introduction to the performing arts.”

“Why not?”

“It’s a student play.” From the tone of her voice Jess can tell that this is supposed to explain everything. It explains nothing, but Jess can draw her own conclusions.

“So it’s going to be bad?”

Gwen shrugs. “Most likely. I mean, it might not be, but don’t get your hopes up.”

Jess’s experience with theaters is limited to their exteriors—giant scrolling marquees and massive Broadway advertisements and buildings that can hold hundreds of people at once. The building Gwen leads her to could easily fit inside one of those New York theaters. It’s short and made of brick and when Jess sees the first classroom she thinks maybe Gwen is taking her on a shortcut. But then they turn another corner and there’s a guy about their age standing in front of a pair of double doors wearing a red vest. He smiles as they approach and asks for their tickets. Gwen hands him two and the usher gives them both programs before opening the doors. “Watch your step, ladies. Sit anywhere you’d like.”

The smell hits Jess the second she steps through the door. It’s faintly sweet, like an old book, but there’s a hint of saw dust to it, too, and she already knows: she likes going to plays.

Gwen leads the way to almost the exact middle of the small theater. “Hopefully nobody sits in front of us,” she whispers as they slide their way down the aisle. There are a handful of people already seated, flipping through their programs in the dim lighting. Jess sits and follows suit. “The Theater at New York University is Proud to Present Harold Pinter’s _The Birthday Party!_ ”

Gwen leans close to whisper in Jess’s ear. “Do you know who Quentin Tarantino is?”

Jess feels a rush of pride at being able to answer, “I’ve heard of him.”

“Pinter’s supposed to be an early version of Tarantino. With the dialogue and stuff. We had to read another one of his plays in class and people said it was just as violent as some of Tarantino’s stuff, but I think they’re on crack.”

Jess raises her eyebrows. “Nothing you just said made any sense to me.”

Gwen giggles and holds a hand to her mouth quickly, stifling the sound. “Sorry,” she whispers, then giggles again.

“What?”

“The way you said that…I’m just imagining you saying that to some of the guys in my class. The looks on their faces…” Gwen has to stop before she finishes the thought. Silent laughter wracks her body. She shakes her head, trying to control herself, but Jess can tell it’s a losing battle.

“Let me guess,” Jess says. “Full of themselves? Constantly dropping references to things you’re not sure are even real?”

Gwen’s eyes are glittering in the dim theater lighting. “And here you said you’ve never been to college.”

“I know the type. Being a jerk is a required personality trait for every SHIELD tech.”

Gwen grins as the lights fade to nothing. “Lucky you,” she whispers.

* * *

 

Jess knuckles her forehead, trying to make sense of what she’s just watched.

“I told you,” Gwen says sympathetically.

Jess sighs. Gwen’s right, she did tell her. When the lights had come up at intermission Jess had had a mild panic attack. “It’s not over, is it?” she’d asked. “It can’t be over.”

“It’s not over,” Gwen had reassured her, “but fair warning: it doesn’t get much better. Explanation wise, I mean.”

And Gwen was right. And Jess isn’t so sure she likes plays anymore.

“Who were those guys supposed to be?” Jess demands, gesturing toward the closed curtains.

“Goldberg and McCann?”

“ _Everybody!_ ”

Gwen laughs. Jess stares at her.

“You’re just okay with this? You don’t know what Stan did or if he even did _anything_ and you don’t know where those guys are taking him and that’s _it?!?_ That’s the _end?!?_ ”

“That’s the end,” Gwen says. Jess can tell Gwen’s trying to be sympathetic, but she’s failing miserably. She’s enjoying Jess’s distress way too much.

Jess slumps down in her seat. “Well, the end _sucks_. I want to _know_.”

“I kn—”

Jess shoots upright again, shocking Gwen into silence. “And Petey?!? What the hell is up with _that?!?_ He _knew_ those guys were bad news. He _knew_ it! How can you just let two strange men take some poor guy who obviously needs help and isn’t going with those guys because he _wants_ to, how can you just…” Jess gestures helplessly, unable to convey with words alone just how angry Petey’s silence has made her.  

Gwen rests a hand on Jess’s shoulder. “I know it goes against every heroic bone in your body,” she says with mock seriousness.

Jess groans and half-heartedly swats Gwen’s hand away.

“So. If I have to go to another play some time, should I take this to mean I shouldn’t ask you to come with me?”

“If it’s one of these stupid… _mystery_ plays, then no. I don’t want to go.”

Gwen laughs. She stands and pats Jess’s head. “You’re cute when you pout.”

“It’s all well and good for you,” Jess complains as she follows Gwen out of the theater. “You knew what was going to happen already.”

“I wasn’t going to ruin the ending for you. Where’s the fun in that?”

Jess has the sneaking suspicion that the _fun_ Gwen’s talking about was less about Jess watching the play and more about Gwen watching Jess’s reaction. She kicks at the carpet running up the middle of the aisle, scuffing the sole of her shoe. Gwen turns at the sound.

“Are you seriously throwing a tantrum right now?”

“I’m _mad_.”

Gwen grins.

“That stupid—“ Jess sighs and grits her teeth and forces herself to smile at the usher holding the door open for them.

“Have a nice night, ladies,” he says.

“You too.” Gwen’s voice is sugary sweet, rubbing it in. Jess scowls at her back the moment they’re past the usher. Gwen turns as they approach the exit, walking backward, and smiles when she sees the look on Jess’s face. “You look like a four-year-old,” she says.

Maybe it’s because she’s still completely distracted by the ending to the play, or maybe it’s because she’s caught up in Gwen’s gentle teasing, but before Jess can stop herself she finds herself saying “I _am_ four.” And maybe she could have laughed it off, because Gwen certainly looks to be on the verge of laughing, but then Jess feels a jolt of panic and Gwen’s smile slowly fades, and Jess knows Gwen can see the truth. She stops walking.

“Are you serious?”

Jess opens her mouth, not even sure if she’s going to admit it or try to deny it, but Gwen is already speaking again, her voice hushed and her eyes wide.

“You are, aren’t you? You’re four…four-fucking-years-old—you’re twenty-two and they made you from eighteen-year-old Peter. Right? They did, didn’t they?”

Jess can’t read the expression on Gwen’s face. There’s surprise and a bit of _ah-ha!_ and a whole bunch of other stuff that make Jess take a step back. She feels nauseous. Her first instinct is to get defensive and say “I’m not _really_ four, I have Peter’s memories, so technically I actually _am_ twenty-one,” but that’s not a solution. It’s a gateway to a whole different set of problems. And she’s pretty sure Gwen won’t react well to finding out Jess has a head full of memories, some of which star Gwen Stacy herself. She knows that not telling Gwen is a betrayal of trust, but it feels too late in the game to come clean.

“Jess?” Gwen steps forward, worry evident in her tone. “Don’t run, okay?”

 _Who’s running?_ Jess thinks to herself. She hasn’t moved yet, but she has to admit: the idea does sound appealing. She takes another jerky step backward. Gwen’s face falls.

“No, come on. Jess, please. Please don’t—let’s just talk, okay? I don’t care. I don’t care how old you are, I told you, none of that clone stuff bothers me, and I’m sorry, I shouldn’t have—”

“It’s fine,” Jess says. Her voice is high and tight and she definitely doesn’t sound fine. Those two little words leave her lightheaded. She takes a deep breath and lets the air chase away the grey creeping into the corners of her eyes.

Gwen is watching her warily, like Jess is an animal that might not exactly be tame. “Are you alright?”

Jess nods.

“We don’t have to talk about it,” Gwen says.

Jess takes another deep breath. She would like nothing more than to pretend she’d never said it. “I brought it up.”

“Okay, but…” Gwen stops. She reaches across her body and grabs her left bicep with her right hand. Suddenly she looks small and nervous. “Listen, I don’t need to know. Okay? Honestly, I don’t care. We’ve established that you’re a clone. The rest of it is your business. I don’t…I’m not spending time with you just so I can get every gory detail. Alright?”

“Yeah. Okay.”

Gwen still looks hesitant. Like she’s trying to test her footing. Seeing if they’re back on the same page again or if Jess is still going to split and run. Jess makes a conscious effort to relax. It’s almost ridiculous, Jess thinks, how fast they back pedal from any mention of her cloneliness. And it shouldn’t even be that big of a deal. Not anymore. Gwen knows she’s a clone. And Gwen’s not stupid. She has to have figured out that there’s something Jess isn’t telling her, and to Gwen’s credit she’s not pushing.

“I’m sorry,” Jess says. She hooks her thumbs in her back pockets and stares at Gwen’s feet.

“What are you sorry for?” Amusement has crept back into Gwen’s voice.

Jess doesn’t know. But it seems like the appropriate response. “For…” she pauses, thinking it over. “For not telling you before, I guess.”

Gwen shrugs. “It’s your secret to keep, Jess. I can understand why you wouldn’t want to say anything.”

“Yeah?”

“Course. It’s confusing. Which one are you, four or twenty-one? Are you allowed into clubs or should we be thinking about enrolling you in preschool?” Gwen waggles her eyebrows. Jess feels a genuine smile begin to pull at her cheeks. “I don’t know; do you play well with others? Obviously we’re going to have an issue with you fitting on the Big Wheels. And you’re probably too old for naps. And I’ve seen the stuff you read—you’re way past picture books.” Gwen sighs dramatically. “You’re a conundrum.”

“Yeah, well…you’re a poopy head,” Jess says, playing along.

Gwen gasps in mock outrage. She tries—and fails—to keep a straight face. “Let’s go,” Gwen says. “Before I put you in time out.”

The feeling of relief Jess experiences once Gwen drops the subject of her age is short lived. Because Jess knows: Gwen wouldn’t be nearly as understanding if she knew the truth.

* * *

 

She’s dreaming about Gwen.

Jess is trapped in the weird almost-awake-but-not-quite state just before her alarm goes off where she knows it’s a dream but it feels like it’s not. Gwen wants something, needs something—the _what_ isn’t very clear, but the _where_ is. It’s up very high, on the top of some grey building with no windows that Jess inexplicably knows has trees growing from the roof. Whatever _it_ is, she can get it for Gwen, and she says so. Gwen doesn’t say anything back but Jess’s head makes up the dialogue for her. _You don’t have to_. And Jess says _I want to_. And Gwen smiles at her and Jess can feel her heart rate—her actual heart rate, not her dream heart—kick up a notch. And Gwen leans forward and kisses Jess on the cheek—

Jess jerks awake. Her heart is still pounding and there’s a weird feeling of euphoria drifting through her brain. She presses her hands to her eyes, trying to chase the dream away. She plays it over again in her head, trying to show herself just how illogical the entire thing was. She pictures Gwen leaning forward again and her stomach clutches with desperate anticipation.

 _This,_ Jess thinks to herself as she rolls over and beats her pillow into submission, _this is why it’s a bad idea to get involved with people from Peter’s life._

Cross contamination, that’s what it is. It’s not so much the memories that are causing the problem, it’s the emotions. Somewhere deep inside her brain are the feelings Peter Parker had for Gwen Stacy. And now she’s spending more and more time with Gwen, and those feelings of Peter’s are starting to bleed into Jess’s feelings. Jess closes her eyes. More and more often, she wonders what it would have been like to be wiped. To completely believe that she’s a real person and not a clone. To have the fake memories of a fake mom and a fake dad. To not have any of Peter’s thoughts swirling around in her head. Because Peter…Peter is problematic. He confuses things. Being around Gwen has started to blur the line between where Jess ends and where Peter begins, and Jess doesn’t like it. Doesn’t like not knowing who’s in control and definitely doesn’t like not knowing if what she’s feeling is real or just the imprint of Peter’s personality on her psyche.

Unbidden, the phantom sensation of Gwen pressing her lips to Jess’s cheek flashes across Jess’s nerves. Again her stomach clutches. Jess grinds her teeth and clenches her eyes shut, trying to force herself to think of something— _anything_ —else. Because this brings up too many questions—questions Jess has been trying very hard to ignore but always knew would have to be answered some day. Questions like, am I a girl in a girl’s body or am I a boy in a girl’s body? And if I have so many of Peter’s memories, then do I like boys and he likes girls? Or do I like girls because he liked girls? Or do I like boys _and_ girls? Honestly, Jess can’t even be sure she’s ever even been attracted to someone. There was the thing with Johnny Storm that felt…well, it felt good to be noticed, but she’s not sure there was any actual physical attraction involved. At least on her end. But again, maybe that was Peter’s influence. Of course he wouldn’t be attracted to one of his best friends. He was probably pretty weirded out that Johnny flirted with her—

And now she’s thinking about Peter like he’s a real person who just so happens to be sharing her brain space.

Jess groans and rolls onto her back again. She needs to get out of her own head. Or better yet, she needs someone who can just _tell_ her. Who can take a blood sample or look at her chromosomes and say “this bit is from Peter and this is from you.”

She wants someone to tell her once and for all if she’s just Peter in a girl’s body.

And then it hits her. There _is_ someone who would be able to tell her. And on the one hand it’s not really a good idea, but on the other it’s actually so simple she doesn’t know why she didn’t think of it before.

Doctor Octavius would know.


	6. Chapter 6

There are two options Jess has when it comes to tracking down Doctor Octavius.

The first is to go to SHIELD, and Jess knows exactly how that conversation is going to go: one big resounding _no_.

So her two options are actually just one, and that’s Susan Storm.

Not that she’s absolutely positive that Sue’s been keeping tabs on Octavius. It seems like a safe bet, though, because Sue’s been burned by the Roxxon Brain Trust. And Sue isn’t the type of person to sit back and be burned again. Layla Miller, Nathaniel Essex, Misty Knight…Jess has no doubt that Sue has been keeping an eye on all of them. And if she asked, she’s sure Sue would hand over everything she’d collected on the more minor members of the Brain Trust. Octavius, though…

Octavius is a whole different story.

Jess takes a deep breath and tucks her chin, trying to work up the courage to call and ask Sue if she can stop by. She’s talked herself in and out of hitting the call button at least six times—mostly because she’s terrified that Sue will guess exactly why she’s calling before Jess even says five words. She can picture Sue’s squint and the way she twists her lips and bites the inside corner of her cheek when she’s connecting dots.

More than anything, Jess wishes she could do all of and this on her own.

Jess sighs and rubs a hand over her face. She made up her mind to do this—track down Octavius, get answers—and if she can’t make one phone call to a friend then she really has no business trying to do any of this.

Sue answers on the third ring, just as Jess is beginning to hope she won’t answer at all.

“Hello?”

“Sue, it’s—”

“Ben, I can’t _hear_ , hold it—no, _don’t_ put it on speaker, just hold it to my ear. Hello? Oh, don’t pout, you big baby.”

Jess tries again. “Sue?”

“Yes?”

“It’s Jessica Drew.”

“Hi, Jess!”

The phone crackles in Jess’s ear and then Ben Grimm’s deep voice comes over the line. “Spider chick,” he drawls, “What up?”

“Nothing much, you?”

“Eh.” Jess can picture Ben’s lazy shrug. “Same old same old. Sue’s trying to blow the place up and I’m trying to play Xbox.”

Jess can’t make out Sue’s muffled response, but judging from Ben’s “You are too,” she’s just tried to argue that she’s not going to blow up the Baxter Building. “She’s cute when she’s mad,” Ben stage whispers into the phone, then “Here’s Sue.”

“Sorry,” Sue says when she comes on the line.

“No problem.” Jess likes listening to Sue and Ben banter. They’re both completely confident, both in themselves and their relationship, and the easy give and take that comes with that confidence is entertaining, to say the least.

“How are things?” Sue asks. “I haven’t talked to you in forever; you didn’t get in too much trouble over the laptop business, did you?”

“A proportional amount of trouble, I’d say.”

“Ouch. If it makes you feel better, I got some very interesting information out of it.”

“It does.” Jess pauses. “Actually, that’s what I wanted to talk to you about.”

“Shoot.”

 “Did you happen to find anything about Doctor Octavius?”

There’s a moment of silence, and when Sue speaks again her voice is tinged with caution. “What do you mean? Like stuff he worked on, or…?”

“No, like…” Now or never. “Like where he is.”

Sue is quiet again and Jess is very glad they’re doing this over the phone. If they were face to face she doesn’t think she’d be able to handle the awkward silences.

“Jess…” Sue stops. “Can I ask why?”

And just like that, Jess knows that Sue is aware of exactly who and what she is. It’s not really a surprise—a part of her has always assumed that Sue knew she was a clone, given her involvement in trying to take down Roxxon. She wonders if Sue told Johnny. And if she did, if that was why he stopped trying to get her to go out with him.

“I just want to talk to him.” Jess can hear the defensiveness in her own voice. It makes her sound guilty and probably tells Sue exactly why she wants to speak with Octavius, but Jess decides not to care. What matters is finding him and getting answers.

“It’s not a good idea.”

“I’ll take backup,” Jess says, like her meeting Octavius alone is the only thing Sue is worried about.

“Yeah? Who?”

“Miles.” It’s the first name that pops in her head, but Jess has no intention of actually bringing him along.

“Jess, it’s not about backup or no backup.” Sue sighs. “He’s a genius. And a super villain. He’s not the type of person you track down for a little chat. And considering—” Sue stops short, and Jess knows she was on the cusp of revealing her main problem with tracking down Octavius.

“Considering what?” Jess prompts.

“Considering what he tried to do to you last time you two ran into each other—”

“This is different.”

“Jess…”

“Last time he knew I was there. He was ready. This time he’ll be unprepared.”

“That’s the thing about genius super villains,” Sue mutters. “They’re _always_ prepared.” Sue’s quiet again, and Jess doesn’t push it, letting Sue think it over on her own. “How are you planning on having a conversation with him, anyway?” Sue demands. “You can’t exactly tie him up and question him. And even if he did agree to talk to you, you don’t have any guarantee that he’s not just feeding you lies.”

“Sue—”

“And you can’t meet him at his lab because that thing is like a fortress—you’d never get out alive.”

“Sue—”

“It’s just an all around bad—”

“ _Sue!_ ”

Sue expels a long breath of air and falls silent. Jess proceeds with caution, choosing her words carefully lest they launch Sue into another battery of objections.

“Look, I know it’s not the greatest idea,” she says, and Sue snorts in agreement. “ _But_. Good idea or not, it _is_ my only option.”

“No, it’s not. You could figure it out on your own,” Sue insists.

“If I could do that, I would have done it already,” Jess says quietly.

Sue doesn’t answer.

“I need to know, Sue.” Jess holds her breath, hoping that Sue will understand. Hoping Sue’s logical brain doesn’t get in the way of her empathy.

“You’ll take Miles?”

Jess breathes again, relief washing through her. “I promise, I’ll take Miles.”

Sue’s sigh crackles through the line. “Give me a few days. I’ll be in touch.”

“Thank you, Sue.”

“Yeah, well…” Sue sighs again. “Please don’t make me regret it.”

* * *

 Gwen is sitting cross-legged on Jess’s couch, her bottom lip stuck out, begging Jess to do her trigonometry homework for her. And even though Jess always gives in and says she’ll _help_ but she won’t just do it _for_ Gwen, she enjoys the begging process far too much to just say yes right away.

“Jess, please. It makes _no_ sense.”

“It would if you went to class.”

“I _do_ go to class,” Gwen says indignantly. “How else would I know what to do for homework?”

“Look online.”

Gwen makes a shushing noise, her eyes crinkled playfully, and Jess knows she’s caught her. Gwen’s complaints about having to wake up to go to her eight a.m. trig class have seriously tapered off over the past few weeks, (“I can’t do math in the morning. My brain is not awake yet,”) a sure sign that she’s decided to stop going, sleep in, and count on Jess’s math skills to get her through the class.

Jess is certainly not complaining.

She tells herself that she shouldn’t be enjoying this, teaching Gwen SOHCAHTOA and inverses, but it’s impossible to tamp out the warm feeling in her stomach when Gwen leans close, chewing on her pencil. Or, Jess’s favorite, the tingling in her wrists when Gwen gets frustrated and buries her face in Jess’s shoulder.

 _Platonic_ , Jess tells herself. The word has become her mantra whenever Gwen is around. At this point it’s essentially a buzzword—absolutely meaningless—but once in awhile it works and reminds Jess to keep her feelings in check.

“One of these days you’re going to skip class and find out you missed an exam,” Jess says, but she plucks the trig book from Gwen’s lap as she says it and flips it open.

“I’ve thought of that already.” Gwen opens her notebook to a blank page. She uncrosses her legs and scoots closer. “Cathy is put on red alert on the eve of every exam. She gets up at six to work out, she wakes me up, and I get almost two hours of studying in. It’s perfect.”

“When you say you get two hours of studying in…is that two hours extra?”

“I take two hours, I cram it all in my head, I spit it back up, I forget it all as soon as I leave the classroom.”

Jess shakes her head. Gwen laughs and pushes her shoulder.

“What? I get good grades!”

“I believe you.” Jess plucks Gwen’s pencil from her hand and uses the eraser as a pointer. “Okay, see, this is easy.”

Gwen slumps. Jess ignores her.

“It’s pretty much the same thing we did last week, only—”

Ringing interrupts her. Jess stops and looks at Gwen, waiting for her to answer her phone. Gwen raises an eyebrow.

“That’s you, dude.”

Jess blinks. “Oh.” She passes the textbook back to Gwen and grabs her phone off of the end table. “This is Drew.”

Gwen snorts. Jess flicks her hand at her.

“Hey Jess. It’s Sue.”

Jess feels her stomach drop. It’s been four days since she called Sue to ask about Octavius—long enough for Jess to be seriously second-guessing herself—and a part of her had been convinced Sue would ultimately decide to keep her information to herself.

“What’s up?” She’s surprised at how steady her voice sounds.

“I found him. Got an address for you and everything. Do you have a pen?” Sue’s voice is clipped, businesslike, and Jess can tell that she’s doing this against her better judgment.

“I—yeah. Hang on, yeah.” There’s a pen on the coffee table. Jess tucks her phone against her shoulder and uncaps it, pressing the tip into the palm of her hand. “Go ahead.”

Sue rattles off the address and Jess writes quickly, etching the numbers into her skin. Then, just as Jess is about to say thank you: “Miles will be there in about ten minutes.”

Jess freezes. “What?”

“Miles is on his way,” Sue says. “Maybe ten minutes out?”

So this is happening. Right now, tonight, this is happening.

Sue seems to take her silence for anger, not shock. “Look, I’m sorry. It’s not that I didn’t trust you to tell him, it’s just that I wanted to make absolutely sure he’d be going with you.”

“It’s fine,” Jess says. She puts a hand to her head. She thought she’d have a few days to prepare and plan. Not a few minutes. She’s aware of Gwen watching her, though, and she makes a conscious effort to not look so defeated. “I just wasn’t expecting it to be right now.”

“Neither was I,” Sue admits. “But he’s out of his hovel hole. This is one night only. After this, I can’t guarantee I’ll be able to find him again.”

“Okay, so…” Jess rubs her face, trying to get over the fact that she’s not ready for this. Trying to switch her brain to Spider Woman mode. “Why’s he out? What’s he doing?”

“Meeting with an investor.” Sue pauses. “If you want brownie points…”

“Get a picture of said investor?”

“You got it.”

“I’ll see what I can do.”

“Same goes as before, Jess: be safe and don’t make me regret this.”

Sue hangs up before Jess can say “I won’t.” It’s a promise they both know she can’t necessarily keep, and Jess is pretty sure Sue regrets giving her the address already.

Jess clicks her phone off and sets it on the coffee table.

“You have to go, don’t you?” Gwen doesn’t sound upset. More resigned, and Jess wishes she could tell her no, I don’t have to go, we can keep doing trigonometry. But the fact that she wants so badly to stay with Gwen is all the proof she needs: she has to do this. She’ll drive herself crazy otherwise.

“Yes.”

Gwen nods. She closes her textbook and begins gathering her things on her lap. Folder, notebook, calculator, loose papers.

Jess watches her for a moment, feeling awkward, like she’d kicking Gwen out of her house and really, that’s the last thing she wants to do. “You don’t have to leave,” she blurts. Gwen stops and gives Jess an odd look. “You don’t,” Jess insists. “You came all the way here. You can stay and do your homework if you want.”

“I appreciate the offer, but I think it’d be weird to sit here all by myself.” Gwen shrugs. “Too quiet.”

Jess fights back her disappointment. _Why do you care if she leaves? You’re not going to be here anyway._ “Okay, well…”

“Go.” Gwen flaps a hand at Jess and opens her backpack. “It’s all good. Go get dressed.”

Gwen honestly doesn’t sound bothered by the fact that Jess is being called out on some super hero mission, and for some reason that makes Jess feel worse. Like Gwen’s been coming over for the past few months expecting Jess to take off on her.

Jess pulls her suit on. It’s strange, knowing she’s going out on some mission that she’s initiated. It’s not reactionary and it’s not SHIELD mandated, it’s Jessica Drew mandated, and that’s scary but it’s also very liberating. She doesn’t have anyone to answer to but herself. If it doesn’t work out she doesn’t have to write a report, doesn’t have to go through some in-depth debriefing of what needs to be done better next time. Suddenly she can see the appeal of being unaffiliated.

When Jess exits her bedroom, Gwen is standing in the kitchen, hovering by the door, her backpack slung over her shoulders. “This is weird,” she says, and Jess nods her agreement. Gwen rocks back on her heels, her eyes flicking over Jess’s Spider Woman suit before settling on her face. “You don’t look very excited.”

Jess offers her a crooked smile. “It’s a little short notice, that’s all.”

“Where are you going?”

“North Manhattan.”

“That’s a long way.”

Jess shrugs. It’s not too bad. Not the furthest she’s ever gone.

“Okay, well…” Gwen pushes at her cuticles with her thumbnail, and it occurs to Jess that this is one of the few times she’s ever seen Gwen struggle to find something to say. “Be careful, okay?”

“I will.”

Gwen rubs her neck. She’s fidgeting, can’t keep her hands still. “Just…text me when you get back, alright?”

Jess nods. Gwen still doesn’t look happy, and Jess doesn’t know what to say to make it better. Gwen turns toward the door, stops, turns back around.

“Look, Jess—”

There’s a dull thump from outside the building and then Miles Morales is hanging upside down just outside her living room window.

“Party’s here,” he announces. Jess sees his shoulders go rigid, then: “Oh. Hi, Gwen.”

“Hey, Miles.” Gwen offers him a smile. It’s the old confident Gwen again. “You’re in on this too?”

“I be backup,” Miles confirms. He flips himself into the room and stands, rolling his mask up far enough to reveal his eyes. “What are you up to?”

Gwen tugs at the straps of her backpack. “Homework.”

“Nice.”

Jess can tell Miles has a million questions but he’s far too polite to just blurt out “What are you doing here?” He turns to Jess instead and asks “You ready?”

“Yeah. Let me just…” _Let me just_ what? Say goodbye? Jess steps forward and, after a moment, moves to open the door for Gwen.

“Really weird,” Gwen emphasizes. She shakes her head as she passes Jess, then turns and meets her eye once she steps into the hall. “You _will_ text me, right?”

“Yes.”

“I don’t care what time it is,” Gwen says vehemently.

“I’ll text you.”

Gwen nods. “Okay then. Go get ‘em.” 

* * *

 

Miles doesn’t bring up Gwen the entire trip, and for that Jess gives him credit. It’s an hour and a half trip to North Manhattan. If their positions were reversed, Jess doesn’t think she’d be able to go that long without asking. Though if he’s not bringing it up because he’s giving her the opportunity to do so, he has another thing coming.

The address Sue gave them belongs to an office building with absolutely no signage. No logos, no company name—nothing besides an “Employees Only” notice in the parking lot to even signify it’s a business.

“This isn’t shady,” Miles says. “Not at _all_.”

It’s certainly feels like something a super villain would be drawn to, and Jess says so. Miles gestures to a car parked on the street below.

“And that looks like the kind of car a super villain would drive.” He pauses. “No. Not drive. I bet you a hundred bucks there’s some giant bald headed henchman driving that thing for him.”

Jess crouches next to Miles, trying to keep herself small and unnoticeable. “What if he’s not bald?”

“Bet is reduced to twenty bucks, but I’d still win.”

“I don’t get an over under if you take all the options.”

“You could bet that Octavius drives himself.”

Jess snorts. “No way he gets all those arms in the front seat.”

“You have a point.” Miles rolls his shoulders and then cracks his neck. “So what’s the plan, Spider Woman?”

Jess is quiet, thinking. If she gets the chance to talk to Octavius, she definitely doesn’t want Miles to be there. “How much did Sue tell you?”

“She said you needed backup while you interrogated Doctor Otto Octavius. And that’s all I know.” He pauses and turns to face her, the mirrored lenses of his mask reflecting the streetlights below. “Is that all I _get_ to know?”

“Yes. Probably. Sorry.”

“Eh.” Miles waves his hand casually. “As long as I get to punch somebody, I’m happy.”

Jess seriously doubts she’d be so easy-going if she were the one that had been dragged along for some secret mission. She’s not entirely convinced that Miles is as okay with it as he acts, but she’s very grateful he’s not pushing the subject. “He’s meeting with an investor. Did Sue tell you that part?”

“That she did not.”

“Okay, well…bring your phone?”

Miles scoffs and says “Always.”

“We need a picture of whoever Octavius is meeting with.”

“Consider it done. Lighting’s bad, though,” Miles says, dropping his laid-back attitude for a moment of seriousness.

“It’s better than nothing,” Jess says distractedly. She’s fixated on the black Mercedes parked on the street in front of the building. An idea is worming its way to fruition. She doesn’t want to just drop in on Octavius. She’s positive he’s kept tabs on her and knows she’s working for SHIELD. Any sudden appearance on her part will probably feel like the first wave of a SHIELD take down. In short, it’s the best way to get herself Octopus-arm slapped through a window. And even though announcing herself gives Octavius the mental advantage that Sue was so worried about, Jess is pretty sure it will make him more willing to answer her questions.

“I have an idea,” she tells Miles. He crosses his arms over his chest, waiting.

“I’m going to go down there.” Jess points at the Mercedes. “I’m going to put my hands up and tell whoever’s in the car to let Doctor Octavius know that Spider Woman is here and she’d like to talk to him.”

She can’t see Miles’s face but she’s pretty sure he’s looking at her like she’s insane.

“Are you kidding me? _That’s_ your plan?!?”

“It’s a good plan,” Jess insists. The more she plays it out on her head, the more it makes sense. Octavius, for whatever reason, has always indulged her. Has always tried to explain himself to her. Has always tried to sway her to his side. Maybe he just gets overly attached to the things he creates, but Jess isn’t above exploiting him for it.

“And what am I supposed to do? Sit here and watch you get shot?”

Jess rolls her eyes. “I’m not going to get shot.” She steps to the edge of the building, the tips of her toes hanging in space.

“That’s going on your tombstone,” Miles mutters, but he doesn’t try to stop her when she drops over the edge.

Jess slows herself with a well-timed web shot. She bounces slightly when she reaches the end and lets go to land lightly on the pavement. She raises her hands immediately, waits a moment, then begins advancing on the Mercedes. All of its windows are tinted, making it impossible to see in. She’s five feet away from the passenger side window when she starts to feel very silly. There’s no indication that there’s anyone inside, but if there is, and whoever it is isn’t connected with Octavius, then she looks like an absolute moron. There’s an awful lot of assuming going on; she’s assuming that this Mercedes belongs to Octavius, that there’s a henchman inside, that Octavius is even _in_ the building.

 _It’s the only lead you have_.

Jess grits her teeth and straightens her arms. If Octavius's henchmen know anything about their employer, they have to know Octavius would kill them for passing up a chance to get his claws on her.

“I’d like to speak with Doctor Octavius,” she calls out. “Tell him Spider Woman is here to see him.”

Nothing. A minute goes by. Jess stares at the opaque window, refusing to flinch, hoping against hope that she’s right and there’s someone inside the car making a call right now.

Another minute drags by. And then, just as she’s about to lower her arms and climb away, the window whirs down just enough for her to catch a glimpse of a flat-black pistol aimed at her head. She can’t see past the gun to the person holding it—he or she is still bathed in shadow. Jess’s muscles tighten and she fights the sudden rush of adrenaline that demands she dive out of the way. She waits.

A phone appears in the gape of the window, the screen obnoxiously bright against the night. There’s a call in progress. She can see the numbers ticking at the top of the screen. She steps forward hesitantly, arms still raised, and the phone is angled in her direction. An invitation for her to take it.

Jess lifts the phone gingerly to her ear, her eyes fixed on the gun that is now less than a foot away and pointed directly at her heart. “This is Jessica.”

“Hello, Jessica.” Octavius’s voice is slightly effeminate in an oily sort of way. It makes Jess's scalp prickle unpleasantly. “Why don’t you come up?”


	7. Chapter 7

The gun doesn’t leave Jess's head. Not in the elevator, not while they’re walking down the hall, and not when her escort knocks on the door of meeting room 6B. It’s only when Otto Octavius says “come in” that the escort even allows Jess six inches of separation.

Octavius is looking out a massive window when Jess steps into the room, his back to the door. It’s a strategic placement—everything is strategic with Octavius—because it offers her a complete view of his four mechanical arms curled around his body. One swivels to face her and springs open, the center of its claw glowing laser red with artificial intelligence. The claws are equipped with mechanical eyes that send signals through the base of Octavius’s modified spinal column to his brain. Jess knows he’s watching her. She sets her feet and throws her shoulders back, trying to exude confidence she definitely doesn’t feel.

“Mr. Hoke, this is Spider Woman,” Octavius says, finally breaking the silence. The lone man sitting at the conference table casts Jess a wary glance.

“What is this, Otto?” Hoke tries to sound angry but mostly he just sounds scared, like he’s just realized he’s bitten off more than he can chew. “You told me this meeting was private.”

“It is.”

“There’s a superhero standing right in front of me!” Hoke’s voice cracks on the “super.” He pushes his chair back and puts his hands on the edge of the table, like he’s about to jump to his feet.

“Please, Henry.” Octavius turns away from the window. “Have a little faith.”

It’s obvious to Jess that Octavius has tried to modernize his look. His round glasses have been replaced with a pair of thick black horn-rims; the kind Jess has seen kids wearing on Gwen’s campus. He’s wearing all black: black pants, black coat, black dress shirt, black tie. It's a far cry from his nasty green turtleneck and lab coat. He’s actually on the verge of looking like a big time villain. If only he'd done something about the unfortunate cut of his mousy brown hair. It sits like a bowl atop Octavius’s head, accentuating his already round face. A line of bangs run perfectly across his forehead, like someone measured each strand of hair with a ruler before making the cut. Octavius pushes his glasses up on his nose and clasps his hands behind his back.

“This young lady is more than just a superhero.” He gives a slight nod and Jess feels her escort step away. A moment later the door closes behind her. “She’s a genetic masterpiece. My own creation. Do you know, Henry, how many clones have been successfully engineered?”

“No,” Hoke says. He’s still nervous. “But I know it’s illegal.”

The last bit is said quickly and directed at Jess. It’s Henry Hoke’s last-ditch attempt to prove he’s not actually a bad guy. He just spends time with them.

“Six,” Octavius says. “And all were created by myself. This—” he holds out a hand and gestures toward Jess, like he’s a keynote speaker unveiling his next big invention. “This is one of them. My very own Spider Woman.” Octavius is circling her now, looking her over as he speaks. “Genetically light years ahead of even my closest competitors.”

He’s using her to seal the deal. She’s Exhibit A of Otto Octavius’s menagerie of scientific accomplishments. It makes Jess sick to her stomach. She closes her eyes behind her mask. She can feel Octavius’s body heat crowding up against her. It’s setting off a mild-but-persistent case of spider sense tingling.

“Proteinaceous spider silk that’s created organically from modified glands…spinnerets in the fingers that developed in-vitro…it’s genetic modification at the cellular level,” Octavius says. “You can’t imagine the time it took…years of dedication. Of patience. Of failure. Solving the denaturation problem alone was—”

“I don’t want a clone, Otto,” Hoke says. He’s emboldened by Jess’s silence and Octavius’s preening. He thinks she belongs to him, that this whole thing was set up by Octavius to show off.

“I’m aware of what you want, Mr. Hoke.” Octavius sounds miffed at being interrupted. “I’m simply trying to make a point. You have a vision, I have a vision…obviously..." he gestures toward Jess. "I have the intelligence and dedication to make those visions a reality.”

Hoke is watching Jess, his expression thoughtful.

“Can she talk?” he asks.

“Of course she can.”

“Make her say something.”

“Mr. Hoke.” Octavius says it gently. “Contrary to what you obviously believe, Spider Woman is _not_ a pet. She has free will. She will speak only if she wishes to.”

Hoke narrows his eyes at her. “Well?”

Jess lifts her chin and says “Fuck off.”

Hoke’s eyes go wide. He opens his mouth but Octavius laughs before he has a chance to say anything. It’s high pitched and girly and it hits the inside of Jess’s ears like a small hammer.

“I told you, Henry,” Octavius giggles. “A mind of her own.”

Hoke huffs and kicks back in his chair. The corners of his mouth are turned down. “It’s a lot of money, Otto,” he says, backtracking to safe territory.

“And you stand to make much more than what I’m asking for.”

“If you finish it.”

“I assure you—”

“I know you _can_ finish it,” Hoke breaks in. “But you’ve been in prison three times in the past five years. If you get caught, then I don’t make anything. _And_ I have no guarantee that I won’t be put away just for collaborating with you.”

“Don’t worry about that. We have certain…” Octavius pauses and glances at Jess. It’s the first time he’s given any indication that he cares about what she might hear. “ _Fail safes_ in place,” he finishes.

“I admit it’s tempting, Otto, but…”

Octavius holds up his hand. He pulls his phone from his pocket and thumbs it on, then begins a series of confident swipes and double taps. A metal arm circles around and takes the phone gently from Octavius’s hand before swinging out and holding it in front of Henry Hoke’s face. Hoke is quiet for a moment, his brow furrowed as his eyes scan the screen. His eyes flick to Octavius.

“You can do this?”

“It’s already done, Henry.”

Hoke stands. “Then we have a deal.” He holds out his hand and Octavius shakes it firmly. “I look forward to doing business with you, Otto.”

“Likewise,” Octavius purrs.

Hoke gestures toward the door. “Shall we?”

“I have a favor to ask, actually,” Octavius says. “Would you mind if I annex your meeting room for just a few more minutes? I’d like to have a few words with our guest.”

Hoke glances at Jess. “Of course.”

“I hate to abuse our partnership already.”

“Not at all.” Hoke moves to the door. He touches his cuff links, as if checking to make sure they’re still there. “I’ll be in touch, Otto.”

Octavius waits until the door clicks shut behind Hoke before he speaks. “Have a seat, Miss Drew.”

“No thank you.”

“I said—” One mechanical arm whips out, jerking a chair away from the conference table. At the same time she feels the hard press of another arm, the claw open against her shoulder blades, shoving her forward. “Have a _seat_.”

Jess lets him push her. Octavius stops just short of dropping her into the chair before he releases her. Jess rolls her shoulders. “What happened to free will?” she asks sarcastically.

“It’s overrated,” Octavius snaps. “Sit.”

Jess adjusts the chair, taking her time. When she finally does sit, she flings her arms over the backrest and sets her right ankle on her left knee, trying to paint a picture of indifference.

“I suppose you think you’re very clever, showing up here like that,” Octavius fumes. This is the Otto Octavius she remembers: short tempered and egotistical, as if everything anyone does is a calculated questioning of his intelligence.

Jess shrugs. If desperation is cleverness, then yeah, she’s very clever.

“If you had ruined that meeting for me…” Octavius lets the threat hang, his metal arms curved sharply above his head.

“From where I was standing it sounded an awful lot like I _made_ that meeting.” Jess tries to pitch as much casual confidence as she can into her voice.

“A gross over-estimation.”

“Giving up on clones, huh, Doc?”

Octavius smiles. “Don’t insult my intelligence, Miss Drew. You came here to speak with me about something specific, and it wasn’t about my next business venture. If you want to talk about what Mr. Hoke would like me to do, then by all means, let’s. But that’s all we’ll talk about.” He spreads his human arms. “It’s up to you.”

“Why can’t we talk about both?” Jess presses. “It’s not like you’re going to just let me walk out of here either way.” She knows Hoke’s name and face. Octavius has to know she works for SHIELD. If he lets her walk away, then by this time tomorrow Henry Hoke will be under arrest for aiding and abetting a wanted fugitive.

“In the interest of time I’ll have to limit us to one subject.”

“But if I’m not getting out of here anyway…”

“Hope springs eternal,” Octavius quips. Jess doesn’t know if he’s talking about her or himself. For the time being she lets it go. She takes a deep breath. _Now or never_.

“I have…some questions. About clones.”

Octavius crosses to the opposite side of the table. He takes a seat directly across from Jess and steeples his fingers, his eyes alight with keen interest. “You mean you.”

Jess stiffens. “All of us,” she insists. She doesn’t like thinking that Octavius can see straight through her to all of her vulnerabilities. And it’s not just her. Kaine and Tarantula and Scorpion—all clones of Peter Parker, all embedded with Peter’s memories.

“Ask your question.”

“Why…why Peter’s memories? Why couldn’t you just let us live our own lives?” It comes out harsher than she’d intended, more hurt. Octavius tilts his head to the side and studies her.

“Are you having problems dissociating?”

“You didn’t answer my question.”

“Your _question,_ ” Octavius snaps, “is _boring_. I gave you Peter’s topographical and procedural memories because I had them and it made my life easier. He knew how to use his powers. It was easier for you to born with that information already in your heads. And it had the added benefit of giving you knowledge that fit your physical age. I had no interest in interacting with a teenaged infant. Happy?”

Jess is anything but happy. She doesn’t answer.

“Now then.” Octavius leans back in his chair. “I answered your question, now you answer mine. Are you having problems dissociating?"

“How am I supposed to know?” Jess asks hotly. “I can’t tell which memories are even mine.”

Octavius smiles again, his small white teeth just barely breaking the plane of his lips. “You’re over exaggerating. And, evidently, you don't listen. But I can help you with that.”

“I don’t want your help.”

“Of course you do. Why else would you be here?”

“I’m _here_ because I want to know: how much of what I think and feel is Peter? Eighty percent? Sixty?”

“Maybe even less,” Octavius says casually. He’s trying to goad her.

Jess grits her teeth. “A general idea, Doc. That’s all I’m asking for.”

“No…” Octavius draws the word out. “What you’re asking for is an absolute, and I’m afraid it’s a bit more complicated than that. The only way I could give a definitive answer is if you you let me remove—”

“I’m _not_ getting _wiped_.”

“Then I can’t help you.”

Jess wants to punch him. He sits in his chair looking mildly apologetic, like he’s offering her the greatest gift and she only has herself to blame for not accepting. She’s not an idiot. She knows what Octavius’s “Zero percent Peter” plan entails.

“You can dress is up however you want,” she says bitterly, “but I’m not going to just _let_ _you_ wipe me.”

“Not a full wipe,” Octavius says, almost to himself. “Partial. Replace a few core ideas with some of my own…this responsibility thing, for one…” He turns his full attention on Jess again. “You, my dear, don’t understand how valuable you can be to me. You’ve positioned yourself very nicely within SHIELD. You have information at your fingertips that I would, quite literally, kill for.”

Jess knows he would. She shakes her head. “I won’t be your mole.”

“But that’s the wonderful thing about playing with people’s brains, Jessica. When I’m done, you’ll _want_ to be my mole. And if it all ends with an unfortunate bit of lobotomizing, well…” Octavius’s mouth turns up in a dark smile. He looks at Jess over the top of his glasses. “I can always make more of you.”

Jess doesn’t answer. The air between them has changed. She has a few partial answers, and if she’s honest with herself that’s all she really expected to get, but if she has to leave now, she’ll leave with far less than she wants. She stays put.

“Do you know,” Octavius says, leaning back and crossing his arms over his chest, “the hardest part of creating a clone is making him—or her—sane? You have no guarantees when you bring them out of the tube. If I reference Tarantula, I assume you know who I’m speaking of?”

Jess nods stiffly. Tarantula was a male clone of Peter with four too many arms. He’d believed whole-heartedly that he _was_ Peter. That he lived with Aunt May, and no amount of evidence to contrary could convince him that he wasn’t actually the original Peter Parker. Jess herself had had to fight him, just to keep him from knocking on the front door of the Parkers’ house.

“He was one of the failures in regards to sanity.”

“I wonder why,” Jess says sarcastically. “You filled his head with memories and then tried to tell him they were all lies. Who wouldn’t go crazy?”

“You didn’t,” Octavius points out. Jess wouldn’t go that far. Sometimes she feels pretty damn crazy. “I admit, I am eager to know where your sudden curiosity sprang from.”

Jess decides to try for a partial truth of her own. “I’m tired of having Peter decide things for me.”

Octavius snorts. “If you think Peter Parker is in your head, dictating your actions—”

“He is.”

“He _isn’t._ ” Octavius says it vehemently, like Jess is stupid for even bringing it up.

“Then explain to me why I have to fight the urge to go visit May Parker every other day.” Again a partial truth, but she can’t exactly say, “ _Why do I want to kiss Gwen Stacey,_ ” to Otto Octavius.

Octavius shrugs. “Who knows?”

“ _You do_ , you six-armed—”

One of Octavius’s metal arms shoots out. Jess slams her hands against the edge of the table and tips herself backward, onto the floor. The arm follows her. She rolls onto her stomach, out of the way, and springs to the wall. Octavius hurls a chair at her. Jess launches herself to the ceiling and the chair thuds harmlessly against the wall. The ceiling is a cheap paneled thing that sags the second Jess attaches to it. She can feel the weakness of the material beneath her fingers—it’s little more than Styrofoam—and she tries to bounce off quickly, before Octavius has a chance to regroup. The panels crack the second she slams her heels down, and she’s airborne without any force behind her thrust. She falls to the table, twisting in midair to avoid falling on her face.

Octavius is waiting for her. He swings a metal arm down like an axe. Jess tucks her chin and rolls to avoid it.

“That’s right,” Octavius snarls. Three of his arms close around the edge of the table and flip it easily, sending Jess back into the air. She vaults into the corner. “I _do_ know. And you do not get to demand _answers_ from me anymore than you get to _insult_ me.”

The bottom pair of Octavius’s arms curl to the floor and straighten, hoisting him into the air. He’s trying to take away her options, trying to fill the room with his bulk, trying to keep her pinned in the corner.

“All this going on about memories and instinct, as if you know what you’re talking about,” Octavius continues. His face is red with anger. “You know _nothing._ And it’s going to stay that way.” Octavius reaches for her again and Jess launches herself at his face. He’s not expecting it and she lands a solid punch in the middle of his forehead. She feels his glasses crunch under her fist, then plants her hand on the top of his head to use as a base for flipping herself up and over.

Octavius screams something incoherent. He’s not a fighter, he’s an intellectual, and he’s gotten soft, thinking he can beat whoever goes up against him just because he has the benefit of two mechanical arms. And Jess has gotten hard. Months of training with Sharon has built her confidence, and she’ll be damned if she lets little round Dock Ock beat her.

Jess plants herself on the window and Octavius drives the tips of his claws at her. Jess dodges them easily. They punch through the glass, leaving two fist-sized holes and a pair of massive spider web cracks from pane to pane.  She fires a short burst of web at his face. He tries to block it by swinging a metal arm up, almost smacking himself in the side of the head in the process.

Octavius flings another chair at her, but this time when she dodges he’s ready for her. A claw reaches up and Jess twists away, but not before the three pincers that form the claw open and smack into her side with a _crack_ , driving the air from her lungs. Jess feels the claw start to close and tighten, one pincer across the front of her body, the other two against her back. Jess contorts herself, trying to make it impossible for them to get a grip. She feels the pincers catching—she feels like a toy in a Drop Claw box, only the tips of this claw are razor sharp. They pinch and she feels her suit give way with a pop. She kicks herself to the side like a swimmer pushing off the wall. The claws come free but she feels them drag through her skin the entire way, ripping through her suit and meeting at the curve of her ribs to finish the cut.

It doesn’t hurt—not at first. At first all she feels is the sudden rush of cool air against her skin. Then the throbbing starts, deep and pulsing. She clasps a hand to her side.

“That was your own fault,” Octavius says. His eyes glint maniacally from behind his broken glasses. He flicks the offending claw. Drops of her blood splatter against the window.

Jess sags. Her legs feel wobbly and her pulse is slamming in her temples. Her neck is too hot. She takes a step to the side, putting the overturned table between herself and Octavius. It’s a stall tactic, at best, because once she’s within range of Octavius’s arms he’ll have her. The ribs on her left side are either cracked or broken—every breath she takes, no matter how shallow, sends shooting pains across her chest and up her sternum. She’s a little light headed but she doesn’t know if it’s from not being able to catch her breath or from the blood trickling from her side. She can’t bring herself to look.

Octavius doesn’t move to grab her again. He seems content to wait until Jess is too weak to stand.

Jess drops back heavily, leaning against the wall.

“A superhero with an identity crisis,” Octavius pants. He’s as out of breath as Jess is. He may be a super villain but he doesn’t have the physical strength to back it up. “Could you be any more predictable?”

Jess doesn’t answer. She doesn’t have to. Because apparently Octavius never predicted she’d bring along Miles Morales. If he had, he probably would have had the sense to anticipate Miles smashing through the window behind him.

Miles’s feet connect with the back of Octavius’s neck, right at the juncture of A.I. and spinal cord, and Octavius is out instantly. He falls to the floor amidst a shower of glass, his mechanical arms pin wheeling erratically.

“Fifty points for a boss take down, two hundred for style,” Miles crows. “Getting real sick of saving your—” Miles stops as soon as he sees Jess. “Oh, shit.”

“I’m fine,” Jess forces out. She’s not, not at all, but they don’t have any time to waste. There’s at least one man with a gun nearby, and she’s not exactly in dodging form.

Miles doesn’t argue, just pulls Jess’s right arm over his shoulders and helps her straighten. She bites back the whimper of pain that standing sends through her chest.

“I got him,” Miles says. “The investor. I got a picture.”

“Henry Hoke,” Jess wheezes. Miles needs the name. Just in case.

Miles nods. “Can you hold on? We’re going up.”

Jess wraps her arms around Miles’s waist and locks her wrists together in a fireman’s grip. Miles reaches up, grabbing the top of the window ledge, and hauls them both up. Jess closes her eyes. Nothing has ever hurt this badly before. Every bump, every adjustment hurts like she’s being beaten with a bat. When Miles finally crests the top of the building Jess’s mask is damp with tears. She folds onto the roof and tries to breathe. She knows they need to go, that she’s putting them both in danger, but it’s hard to think clearly.

_What would you do if you were alone?_

Jess curls her right hand into a fist and pushes it against the roof, levering herself to her knees.

“Whoa, whoa, whoa.” Miles places a hand on her shoulder, keeping her down. “Just relax, okay? Take a minute. Your side is pretty messed up.”

“We don’t have a minute.” Jess can hear how weak her voice is. She shrugs Miles off. They’re wasting time waiting for her to feel better. She’s feeling worse, and in a few minutes she’s probably going to need a piggyback ride to move at all. “Let’s go, Miles. While we still can.”

Miles doesn’t argue. He pulls Jess’s arm over his shoulder again and hauls her to her feet. This time Jess can’t stop the whimper that escapes.

“Alright?” Miles asks.

Jess nods. If she focuses she can do this. At least for a little while.

* * *

 

“You’re not asleep, are you?” Miles asks.

Jess rolls her head back and forth, the metal rivets of the bus roof bumping under her skull. It was Miles’s idea, to hitch a ride on top of one of the city’s public buses. He and Ganke had discussed it, trying to find solutions to the running-out-of-web problem. He’d never tried it before, but really, Jess thought it was perfect. They were above the cars and trucks that populated New York’s streets. No one at street level could see them. And they weren't bumping and jerking around anymore, so she no longer felt the urge to vomit. 

The number six bus came within a half mile of her apartment, and that was the bus Jess had insisted on hitching a ride on. Miles had tried to make a case for a hospital. Jess had nixed that quickly. “It’s my ribs,” she’d said. “I’m not bleeding out.” She could feel a cool trickle of blood every now and then leaking past the mass of shredded suit and dried blood clinging to her side, but she wasn’t weak with blood loss, and that had seemed to be Miles’s main concern. 

“We just passed Irwin Avenue,” Miles says, and Jess rolls slowly onto her right side in preparation for a dismount. She’s started to figure it out, what to move and how to avoid the shooting pain. She’s sure she looks like a hunchback but she can’t bring herself to care. She sits up and slides on her bottom toward Miles. He wraps one arm around her chest and locks his legs around her waist, holding her tight to him.

“It's a spider hug,” Miles teases. He holds his right arm out, wrist up, fingers poised. When they near the next street lamp Miles fires a short stream of web that _tinks_ against the lamp’s cone. He makes a fist and wraps the web around his wrist once, removing the slack from the strand. As the bus passes the street lamp the two of them are pulled smoothly backward off of the bus’s roof. They swing gently and Miles begins to let his web out. Jess’s toes touch pavement.

“Good?” Miles asks.

Jess nods. Miles unwraps his legs.

“Let’s get you home.” 

* * *

 

The stairs are hell. There are only twenty of them but Jess has to stop twice, and after the third “hold on a second,” Miles insists she let him give her a piggyback ride up. Jess is too tired to argue.

“Key,” Miles prompts.

“On top of the door frame.”

Miles unlocks the door, swinging it wide to accommodate them walking through together. Jess fumbles for the kitchen light switch. She flips it on and Gwen Stacy jerks upright on Jess’s couch.

“Uh-oh,” Miles mutters.

“Gwen?” Jess says. She feels like her brain is sludging through mud. Gwen left. Gwen said no thank you, I’m going home. Gwen said text me. “What are you doing here?”

Gwen rubs her eyes. She blinks frantically, a slight frown creasing her forehead as she tries to bring Jess and Miles into focus. “You didn’t text me.”

“I wasn’t home yet.”

“You were gone for seven hours,” Gwen says defensively, “what was I supposed to—” she stops and her eyes go wide. “Jess, your side—”

“I know,” Jess says. She’s too tired for this. Too tired to try to figure out why Gwen took it upon herself to come back to her apartment and wait for her, too tired to try to gloss over her injury.

Gwen is up and over the couch in a flash. “You’re dripping. Get in the bathroom. I’ll get—you have a med kit, right? Where’s your med kit?”

“Under the sink.”

Miles escorts Jess to the bathroom and lowers her slowly onto the toilet. He pulls his mask off and then does the same for Jess. His hair is wet with sweat and she knows she’s no better off.

“Uh…Jess, you got…”

“What?”

Miles touches his bottom lip. Jess wipes two fingers across her own. There’s blood on the white fingertips of her gloves. More evidence that her ribs are broken. She closes her eyes and leans back against the toilet.

“I think you need stitches,” Gwen says. She slips past Miles and kneels on the floor next to Jess and opens the med kit. Jess has used it sporadically, mostly just for Band-Aids and butterfly strips. There are plenty of big bandages and tape left.

“Let’s just clean it first,” Jess says tiredly. “Then we can decide.”

Gwen hands Miles a clean washcloth. “Put some soap and water on that for me, please?” She turns her attention back to Jess. “We need to take your suit off.”

Jess tugs at her gloves, pulling them off finger by finger. The hidden seam that holds the body of her suit together is on her left side, near her neck, and there’s no way she can reach that. She tilts her head to the side. “See that line?”

Gwen leans close, forehead furrowed in concentration. After a moment she nods.

“Put your finger under there and pull. Like you’re trying to rip through a piece of plastic.”

Gwen does so. Jess feels the seam give way, feels her suit go loose on her shoulders and chest. She starts to roll her shoulders carefully, trying to work her suit down, and Gwen stops her with a hand on Jess’s arm.

“I can do it. Just hold still.”

Slowly, gently, Gwen peels Jess’s suit down to her waist. She hisses sympathetically when the suit comes away from Jess’s blood encrusted left side and a fresh trickle of blood starts up. Goose bumps break out on Jess’s chest and arms. She shivers. She’s sitting in her sweaty sports bra on a cold porcelain toilet, but she’s not entirely sure the goose bumps aren’t from Gwen’s fingers brushing against her bare skin.

“Miles?” Gwen reaches back and Miles passes her the washcloth. Gwen folds it around her index finger and touches it gently to Jess’s skin, wiping away the dried blood carefully. “You’re going to have…a _massive_ bruise,” Gwen murmurs. Jess glances down. There’s a mottled red color that extends from just below her armpit to the start of her hip. The edges are already turning purple. On top of the bruise is one thick, bloody gash, and she knows there are two identical gashes on her back, just to the left of her spine.

“Does she need to go to a hospital?” Miles asks. Gwen shrugs. Her mouth is a hard line of concentration.

“I’m not a doctor, Miles.”

Maybe not, Jess thinks, but she’s definitely taken control of the situation. Right now, Gwen exudes authority, and it’s an absolute relief for Jess to be able to just give in and let someone else be in charge. Gwen’s not panicking and she’s not angry that Jess is hurt. She’s rolling with it, doing what needs to be done, and Jess is immensely grateful for that.

Gwen touches a particularly tender spot and Jess flinches. Gwen pulls her hand away immediately. “Sorry. Miles, find her an Aspirin somewhere in this mess.”

It takes him a minute, but Miles drops two Aspirins into Jess’s palm. He fills the cup Jess keeps next to her toothbrush with water from the sink and passes it to her. Jess swallows the pills and drains the glass.

“Thanks.”

“Anything else?” Miles asks Gwen.

Without taking her eyes from Jess’s side Gwen passes Miles a roll of thin white skin tape. “Rip me off some pieces of that.” She reaches into the med kit and pulls out a tube of antibiotic. “And then open some of those gauze pads, will you?”  Gwen squeezes a line of antibiotic cream onto her finger. “Tell me if I hurt you, okay?”

Jess nods and Gwen sets to work again. She doesn’t smear, just dabs her finger along the cuts in Jess’s skin, leaving behind little peaks of clear gel. Jess leans forward, giving Gwen better access to her back. The gel is cold and every so often she flinches, expecting Gwen’s light touch to hurt, but it never does. Jess closes her eyes. She’s exhausted, and it’s so easy to fall into the sensation of Gwen running her fingers over her side, of placing the gauze bandages against her skin…

“Jess?” There’s a light touch against Jess’s cheek. She starts and opens her eyes.

“You fell asleep,” Gwen says quietly. She’s still crouched on the bathroom floor. Jess blinks, fighting off the lazy droop of her eyelids. Her side feels warm and tight, and she skirts her right hand around her midsection. There are clean bandages over every inch of her wounds.

“Thank you,” Jess murmurs. It’s completely inadequate as far as gratitude goes for what Miles and Gwen have done for her, but it’s all she has. She blinks. “Where’s Miles?”

“Calling Ganke, I think. It’s almost four in the morning.”

Jess brings a hand to her face and presses it against her eyes, fighting back the sudden tears of exhaustion threatening to fall.

“It’s alright.” Gwen touches her leg. “You’re okay.”

Jess nods. She can feel her hand shaking. She’s scared to pull it away. She knows her face is bright red and her eyes are watery.

Gwen squeezes her knee. “You need to sleep. Yeah?”

Jess nods again. She hears Gwen rise and a moment later Gwen’s arms have slipped under Jess’s armpits, ready to help her to her feet.

Jess takes a deep breath and pushes against the toilet seat. She rises slowly, shoulders hunched to protect her ribs, and unconsciously leans forward into Gwen.

Gwen’s arms wrap smoothly around Jess, holding her carefully but firmly. Jess presses her forehead into Gwen’s shoulder and now the tears start—tears of pain and frustration and fear and gratitude. Because she’s never had anyone like Gwen or Miles to take care of her before. Ever. And suddenly she _does_ and it’s overwhelming.

“Hey.” Miles’s voice is quiet when he returns. “You need me to stay, Gwen?”

Jess feels Gwen’s head shake from side to side. “You can go,” she says quietly. “I’ve got this.”


	8. Chapter 8

Jess is saving animals.

She’s swinging through a flooded city—not New York, there aren’t any buildings large enough for it to be New York. Just street after street of one story houses with dogs and cats and sheep and cows crawling across the roofs, trying to get away from the rising water. It doesn’t make sense that she can swing, because there’s nothing around high enough to keep her from dropping into the water, but she doesn’t need it to make sense. She just needs it to work, and it’s definitely doing that. She’s saved three dogs and two cats and she’s pretty happy about that, but there’s one cat family in particular she’s looking for because the mother cat can’t carry all of her kittens to safety all on her own.

Her web shudders. Jess flails, trying to find her balance again.

“Jessica.”

Another shudder. She feels like she’s falling. Adrenaline shoves Jess from her dream.

“Jess, I’m not kidding.”

Jess tries to pry her eyes open. The right eye is not quite ready to wake up, _thank_ you very much, but the left lifts a fraction, just enough for Jess to make out a blurry figure hovering nearby.

“Gwen?” Jess slurs. At least, she tries to say Gwen’s name. Her tongue is thick in her mouth. She’s pretty sure she just vomited out a pile of consonants and vowels with no real meaning.

“Someone’s trying—”

A wood-splintering _bang_ snaps Jess awake. She jerks upright and pain lances through her. She cries out and curls onto her side.

Acrid smoke hits Jess’s nostrils. A moment later Sharon Carter whips around the corner of Jess’s bedroom door, gun drawn. Without hesitation she levels it at Gwen’s head and shouts “On the floor! Now!”

Gwen raises her hands slowly.

“Knees,” Sharon clips out. “Now.”

Gwen kneels. Jess struggles to sit up. Her brain can't catch up. She wants to sit back and shake her head and say "What just _happened_?" She’s breathing hard and there’s a pinching sensation in her side that feels like a scab opening. “Sharon,” Jess starts, but nothing else will come out. Not a ‘stop,’ not a ‘don’t,’ and Jess is terrified that Sharon thinks her muteness is gratitude—that she’s broken in and saved Jess from Gwen, and the next logical course of action is to remove Gwen from the equation completely.

“It’s okay, Jess,” Gwen says calmly. Jess wants to tell her that no, it’s not okay, that there’s no situation in the world where it’s okay for Gwen Stacy to have a gun pointed at her head, but she can’t catch her breath.

“Jess?” Sharon says. “You all right?”

Jess lifts a hand, trying to gesture for Sharon to lower her gun. She feels like she’s on the verge of hyperventilating.

“She’s hurt,” Gwen says.

“Be quiet.”

“She can’t—”

“ _Stop_ ,” Sharon seethes. Her wrists tilt slightly, angling the barrel of the gun threateningly “Little girl—”

“Oh,” Gwen snorts derisively. She turns her hands, showing Sharon the backs, and lifts both middle fingers. “You can fuck _right_ off.”

Sharon’s face flickers. It’s clear she doesn’t know how to respond to Gwen’s scathing sarcasm. She glances at Jess, and Jess tries to pour as much desperate pleading into her expression as possible. _Please put your gun away. Please don’t shoot the only friend I have._

“Who are you?” Sharon demands.

Gwen squints up at Sharon. “Couldn’t ask me that before you threatened to shoot me?”

“I didn’t threaten to shoot you.”

Gwen looks pointedly at the gun in Sharon’s hands and then back at Sharon. “Yeah. Okay.”

“Who the hell _are_ you?” Sharon repeats. There’s a hint of frustration to her voice, like she’s realized Gwen doesn’t deserve to have a gun pointed at her head but she doesn’t want to give Gwen the satisfaction of lowering it.

“Who are _you_?” Gwen snaps back. “ _I’m_ supposed to be here. _I_ didn’t have to blow the door down to get in.”

“I didn’t blow the door down, I blew the lock. And I gave you plenty of time to open the door.”

“Why would I do that?” Gwen demands. “You could have been a maniac with a gun.”

Sharon’s eyes go squinty. She flares her nostrils.

Jess drops her head against her headboard. The clunk draws Sharon’s attention.

“Please,” Jess croaks. “Stop.” She’s cold with sweat and her side is hot, throbbing under her hand in time with her pulse. She takes a shallow breath and lets it out slowly. “Sharon Carter, this is Gwen Stacy. Gwen, this is Sharon.” Jess sees Sharon flinch slightly at the name, and Jess tries very her to keep her eyes on her knees and not on Sharon. Mostly because she knows that one of Sharon’s eyebrows will be raised halfway to her hairline and the look on her face will be saying ‘we’re going to talk about this,’ and Jess does not want to talk about this. Not at all. “Sharon’s my SHIELD…”

“Mentor,” Sharon supplies.

“How nice for you,” Gwen says. “Am I allowed to get off the floor now that we’re all friends?”

Sharon doesn’t answer. She looks more than a little embarrassed as Gwen climbs to her feet.

“What else am I supposed to do when I text you and ask if you’re coming in toady and I get a ‘Jessica isn’t felling very well. She’s staying home,’ back?” Sharon asks Jess.

“ _Call_ ,” Gwen growls.

“Yeah, well…in our line of work it sounds like a bad guy had her tied up,” Sharon mutters.

Gwen snorts and drops onto the foot of Jess’s bed. “You’re a day late for that party.”

Sharon looks at Jess. Jess shakes her head.

“I’m f—”

“I think she needs stitches,” Gwen interrupts.

Sharon raises her eyebrows. Jess shoots Gwen a look. Gwen stares back levelly.

“And her ribs are probably broken.”

Sharon is immediately concerned. Her forehead furrows and her eyes flick over Jess rapidly, as if there’s some obvious injury she missed. “Jess?”

Jess sighs and sags into her pillows. She’s not mad at Gwen for telling. She just would have really preferred that Sharon never find out, even if that meant avoiding work for a week.

“Listen,” Jess says, trying to lay the groundwork for an I’m-fine-you-can-go-home, and that’s all it takes to snap Sharon into take-charge mode. She’s a senior agent—one of the best—and she’s seen every possible variation of Avoiding the Question.

“Nope. Come on.” Sharon moves her coat back smoothly with her gun hand and holsters her pistol.

Jess starts to shake her head, starts to protest, but Gwen jumps in first.

“Where are we going?”

Sharon leans back slightly, and Jess can tell that she’s still not quite sure what to do with Gwen Stacy. “ _We_ aren’t going anywhere. Jess and I—”

“Bullshit on that,” Gwen scoffs. Jess has to bit back a smile when she sees the look on Sharon’s face—like she wants nothing more than to tell Gwen to hit the deck and give her fifty pushups. “How do you think you’re going to get her up and down those stairs, if I’m not allowed to come?”

“You’re not sanctioned,” Sharon argues. “We’re going to SHIELD’s on-site medical facility. Civilian’s can’t just—”

“You’re saying you don’t have enough authority to get me an override.”

Sharon stares. Jess wonders how long it’ll take her to realize that giving in is inifintely easier than trying to stop Gwen from doing what she wants to do. Odds were good Sharon had already come to that conclusion, but getting her pride to take a bow was another thing entirely.

“It’s okay with me if she comes,” Jess says when Sharon glances at her, because there’s no way she can convince Sharon and Gwen both that she doesn’t need medical attention. And maybe having Gwen there will buffer the questions she’s sure Sharon has for her. _What happened, why didn’t you call me, what’s Gwen Stacy doing in your apartment_ …all questions Jess knows Sharon deserves answers to, all questions she’d really rather not answer.

Sharon stares at her, working her jaw back and forth, and Jess can tell she’s trying to decide what’s more important: showcasing her authority or taking the easy route. She drags her hands down her face, muffling a sigh with the tips of her fingers. “Fine,” she clips out. “Let’s go.”

* * *

 

No one gives Gwen a second glance when Sharon escorts them into SHIELD headquarters. Gwen smirks and Sharon tilts her chin back, fixing her eyes with false interest on the paneled ceiling of the elevator. Jess feels a little sorry for the security guards: they’re in for a Sharon Carter reaming and they don’t even know it.

In her black jeans with holey knees and studded leather bracelet, Gwen probably ranks about as high on the guards’ list of priorities as the skateboarders that like to use the parking structure as a skate park. Which means they’re only going to give her a hard time if they’ve got nothing better to do and is all kinds of wrong, because there’s nothing that says a super villain has to look like one. For all the guards know, they just let the biggest threat to national security walk into the heart of the building.

Jess smirks. Gwen as a national security threat. Pink gum, black Chuck Taylors, and a permanent _fuck you_ look on her face…she’d be an interesting villain for sure.

Gwen pokes her. “What are you laughing about?”

“What your hostage demands would be.”

Gwen grins mischievously. “One _mee-llion_ dollars.”

Jess can tell from Gwen’s smile that this is some sort of reference that she expects Jess to get. Jess shakes her head apologetically.

“Wow, way to go, _mentor_ ,” Gwen mutters. “Doesn’t even get Austin Powers references. What do you even do all day?”

“ _Work_ ,” Sharon says tersely, eyes still on the ceiling.

Gwen waggles her eyebrows at Jess. She’s under Sharon’s skin and she knows it. After years of “Yes ma’am-ing, no sir-ing” her way through the halls, Jess can’t help but be entertained by Gwen’s cavalier attitude toward authority. It’s a refreshing change, to be in this building with someone unaffected by the power structure.

The medical bay is on the tenth/first floor, (tenth if you came by way of the basement like any respectable SHIELD agent that couldn’t fly, first if you walked in the front doors,) and Jess can tell that Gwen is immediately impressed. Jess has never been in an actual hospital before, so she has no comparison, but Gwen’s eyes go big when they step off the elevator. She moves forward, heading straight for the massive interactive notification screen suspended from the ceiling.

Sharon snags her by the back of the shirt. “Nuh-huh.” She points her toward a row of ergonomic grey chairs across from a floor to ceiling saltwater aquarium. “Sit. Both of you. I’ll be right back.”

Jess sits carefully. She feels old and creaky and she hates it.

Gwen flops into her own chair without arguing and gestures to the wall of fish. “I guess it’s a rule. Every doctor’s office needs a fish tank.”

“It’s kind of big to be a fish tank,” Jess says. She doesn’t even want to guess how many gallons of water are behind the glass.

“It’s like a mini-coral reef,” Gwen acknowledges. “Does anyone ever go in there?”

“That _would_ be the first thing you’d want to know.”

Gwen laughs and rolls in her chair, draping herself over her armrest and propping her chin on one hand. “If I want to learn how to scuba dive in New York I need to take every opportunity I can get.”

“I’ll ask if it’s open for swimming.”

Gwen clicks her tongue twice and offers Jess a thumbs-up. “You’re the best.”

The compliment makes Jess uncomfortable. She glances down and pushes her hands across her thighs, eyes fixed on her knees. Gwen taps her arm gently.

“You okay?”

Jess nods. She knows Gwen won’t ask what happened. No matter how badly she might want to know, she won’t pry. She’s never asked Jess for anything other than friendship—never put any contingencies on that friendship that demanded Jess be an open book. She’s always been content with whatever Jess gives her. And Jess feels like lately, she’s been taking advantage of that. She doesn’t feel like the best. She feels like the worst.

“You can ask,” Jess says.

Gwen doesn’t move for a moment. Slowly, slowly, she pushes herself back to a sitting position. She pulls her legs up, sitting cross-legged in the chair, and wraps her hands around her ankles. “I can ask what?”

 _Anything_ , Jess wants to say. “What happened.”

“Maybe I don’t want to know what happened,” Gwen says carefully. She picks at the fringe of one of the holes in her jeans. The low hum of the aquarium’s filter fills the silence. “Maybe I’m just glad that you’re okay. Maybe I don’t need to know every little detail. Maybe I don’t want to know how bad it could have gone.”

Fair enough. “Yeah.” Jess nods. “Okay.”

“Do you…” Gwen pulls a piece of thread from her pants and twists it between her fingers. “Do you feel like you need to tell me? Because you can,” she says quickly, before Jess has a chance to reply. “If you need to talk about something, I don’t want you to…you know, I don’t want you thinking that I don’t want to hear it. Okay?”

“Okay,” Jess says quietly. Maybe she doesn’t need to tell Gwen how she was hurt—doesn’t need to relive the whole battle in blow-by-blow playback—by why she was hurt…the why is suddenly very important. She has a support system in place that’s made up of the thinnest of tendrils—people who will help her with catching a criminal or researching or sparring if she asks. But there’s nobody else like Gwen. Nobody who takes her to plays or sprawls out on the couch and tries to edge her off with her feet or who can just sit quietly and say nothing and just be. Sharon is trying, but Sharon’s support feels more motherly. Or…aunt-ish. She’s not a friend the way Gwen is a friend.

“I went to see someone about clones,” Jess blurts, before she can lose her nerve and bottle it back up again.

“What kind of clones?” Gwen asks after a moment of stunned silence. “Like, you, or…”

“No. About me.”

“And?” Gwen asks carefully.

Jess snorts. She spreads her hands. “And it didn’t go well.”

“I’m sorry.” Gwen’s voice is quiet, sincere.

Jess lifts one shoulder, a half shrug. She doesn’t have any answers but she _is_ alive, so in her book it still has to count as a win.

“Can I ask…do you mind…?”

Jess shakes her head. “Go ahead.”

“What did you go to talk about?”

“I just wanted answers.” Jess hears the frustration in her voice and she swallows, trying to force it back. “Lately…” she takes a deep breath and forces herself to finish the thought. “Lately I’ve been…I don’t know…having…identity issues.” Her voice cracks on _identity_. She presses her heels into the floor and grits her teeth. “Like, am I me, or…”

“Or are you Peter.” Gwen finishes.

Jess lifts her right hand and presses her fingertips against the bridge of her nose. “I’m sorry.”

“What are you sorry for?”

“I didn’t ever want to bring him up,” Jess admits. She feels like she’s holding a bundle of emotional balloons and her grip is slipping. Her voice is barely above a whisper. “It’s probably hard enough for you to be around me.”

Gwen lets out a half-laugh. Her mouth twists up in a wry smile. “It’s not as hard as you think.”

Jess can’t believe that. Not after Gwen’s first reaction to finding out she’s a clone.

Gwen glances at her. “You don’t believe me. You need a better poker face, Jessica.”

“I’m sorry, but I just…I don’t see…”

“You’re so _different_ ,” Gwen says. She grins and tips back in her seat, thoroughly enjoying the direction their discussion has taken. “Physically, yeah, okay, you look the same. You have the same eyes. And your hair is the same color. But honestly? It’s like looking at Peter’s sister or something. I can see the similarities, but it’s not super obvious. Your face is a little rounder—I mean, even when I first met you, you had to tell me you were a clone.

“And you don’t act the same. At all. You’re funny, but it’s not like you’re trying to be the class clown. When Peter was uncomfortable he’d try to make a joke out of it, like he could get control if he could make it funny. You? You just kind of go quiet. You pull yourself in. And you’re always so settled. And calm. Peter was just this massive ball of _go-go-go_.” Gwen pauses. She smiles but she’s looking in, remembering. “He and I had more in common that way than the two of you do.” She blinks and makes eye contact with Jess and it’s the most serious Jess has ever seen her. “So no. I don’t see Peter when I come over. I see Jessica Drew.”

Jess can’t hold her gaze. She swallows hard and looks at the floor. She can feel her cheeks getting hot. Gwen laughs and pokes her shoulder.

“Yeah, Peter never used to blush, either.”

Jess shakes her head and lets out a laugh that’s half sob. She’s always walked on eggshells of a sort around Gwen, trying to avoid any reference to Peter that might drive Gwen away. And to find out that Gwen not only didn’t think about it, but couldn’t care less…

Relief shouldn’t make a person want to cry.

* * *

 

It’s not as bad as it could have been.

That’s what the medical technician tells her when the 3-D hologram of Jess’s bones appears in mid-air above her. He flips it vertical and taps it and zooms in but the zooming isn’t really necessary. Jess can see the cracks.

“I knew they were broken,” Gwen crows triumphantly.

“Fractured,” the tech corrects.

Gwen narrows her eyes. “What’s the difference?”

“I can inject fracture putty. Get the bones to knit together in a week or two instead of having her laid up for a month.”

“That,” Jess says quickly, “I want that.”

She’ll need to be sedated, the tech warns, and Jess doesn’t see the problem with that. Not until Gwen shakes her awake and says “we’re here” and Jess sits up and realizes she’s in the back of Sharon’s SUV again with no memory of ever leaving SHIELD.

She sits up and blinks blearily. She doesn’t recognize the building they’re parked at. She licks her lips. Her mouth feels like it’s been stuffed with cotton and her head feels too light. “We’re where?”

“At Sharon’s.” Gwen holds her hand out and Jess lets her guide her from the car.

“Why are we at Sharon’s?”

“You’re going to stay with her.”

“Nuh-uh.”

“Yes, you are,” Sharon calls from the other side of the car.

Gwen starts to walk and Jess is forced to take a few drug-addled steps after her to keep from falling over.

“No—”

“You said you would,” Sharon says.

“I was drugged. That doesn’t count.”

“You’re still drugged,” Gwen points out. “So whatever you say still doesn’t count.”

Jess hears herself make a noise that’s high pitched and embarrassing, but a very loud, very satisfied voice in her head thinks that it encompasses exactly how she feels about this.

“Hey, you wanted them. ‘Bring on the drugs,’ you said. Like a little Spider-Scarface.”

Jess snorts and leans into Gwen and buries her face in Gwen’s neck. Her toes kick her heels as she walks, stumbling toward Sharon’s apartment building’s front door.

“Come on,” Gwen says, and Jess can hear her trying to hold back a laugh. “Walk, will you? Help me out here.”

They stumble past Sharon, who’s holding the door open, and she directs them down the hall. “109,” she says.

“Eight six seven five three oh-nine,” Jess sing-songs.

“Wrong floor,” Sharon says.

“Still rhymes.”

“Do you have a file on her you can add this stuff to?” Gwen asks as they wait for Sharon to unlock her door. “Jessica Drew, aka Spider Woman. Sings classic rock badly and gets sassy when she’s high.”

“I sing every song badly all the time, so joke's on you.”

Gwen deposits her on Sharon’s couch and Sharon tosses her a throw blanket from the easy chair in the corner.

“Be good,” Sharon says.

“Don’t do anything with the stove,” Gwen adds.

Jess pouts. “Don’t gang up on me.”

Sharon rolls her eyes. “I’ll be right back.”

Jess is already slipping into sleep. She forces her eyes open. “Where are you going?”

“She’s taking me back to school,” Gwen says. Her voice is muffled, like she’s speaking through a metal can. “I’ll come by in a few days.”

Jess nods. Her eyes start to slip shut again and it takes all of her energy to bring her hand up in a limp-wristed wave goodbye.

* * *

 

Jess isn’t sure what wakes her up. Foot steps in the hall, maybe. Or maybe it’s a key scraping against Sharon’s lock. Whatever it is, it snaps Jess from a foggy dream and jerks her upright before she’s ever fully awake.

Sharon’s door clicks and the handle turns and Jess rubs her eyes, fully expecting it to be Sharon, back from dropping Gwen off at NYU.

The woman who steps through is tall and blonde and looks entirely at home. She tosses her keys on the kitchen counter casually and bends her head, her blonde hair falling over her face as she toes off her shoes. She straightens and spots Jess and freezes.

Jess doesn’t recognize her.

Not at first.

She’s not used to seeing her eyes. And she’s definitely not used to seeing her outside of her work clothes. But when her mouth goes hard and her teeth clench… _that’s_ when Jess recognizes her.

“Drew,” Carol Danvers says stiffly. Her eyes flick around the room, like she’s looking for some sign, some logical reason for Jess to be here, in this room, on this couch, and then fixes Jess with her icy stare again. “What are you doing here?”


	9. Chapter 9

Danvers is staring at Jess, one eyebrow raised, waiting for an answer. Her lips are pulled together—not pursed, exactly, but there’s a definite air of patience quickly being lost as she waits for Jess to explain why she’s on Sharon Carter’s couch.

If she were the snarky type, Jess might have said, “I could ask you the same thing.” Because this is Sharon’s apartment, not Danvers’s, and Sharon escorted Jess in herself.

Danvers…

It’s an almost physical _tink_ inside Jess’s head: _Danvers got in with a key._

And suddenly, Jess really, _really_ does not want to know.

Danvers is still watching her, waiting. Jess fumbles for an answer. It should be easy—“I’m hurt,” should be easy enough to spit out. But there are other things ripping through Jess’s brain—things like every little hint between Sharon and Danvers that flew over Jess’s head until this moment and are now crashing down on her, hijacking her attempt to form a coherent response.

And Danvers staring at her like she’s three seconds away from being fired isn’t helping either.

“I had an interesting conversation with Miles Morales today,” Danvers says. “Something about a Mr. Hoke?”

Jess stares. “You’re kidding me, right?”

“Excuse me?”

“You’re seriously going to pretend that you came over to talk to me about Henry Hoke?”

Danvers drops her chin slightly. If she were wearing her sunglasses she’d be staring over the lenses. “Why else would I be here?”

Jess’s heart is pounding in her throat. A little voice in the back of her head is telling her to _shut up_ while she still has a chance, but a bigger voice is saying that if she buys this load of crap, then what kind of agent is she? “At the risk of being offensive, ma’am, I’m not stupid.”

Danvers glares. “Maybe you should _start_ being stupid.”

And suddenly it clicks. It’s a secret.

Of course it’s a secret.

And not just from Jess: from the entirety of SHIELD. Because there’s no way SHIELD’s HR department would ever let the Deputy Director date a senior agent.

Sharon Carter and Carol Danvers. _Dating._

“I won’t tell anyone,” Jess blurts, because under the shock is a weird sense of relief. Carol Danvers is human after all.

“There’s nothing to tell,” Danvers says. There’s a hint of threat to her voice. 

“No, I know—”

Danvers holds up a hand, cutting Jess off. She takes a step back, toward the door, and opens it wide.

Sharon’s arm is extended, key in hand. She looks as if she’s on the verge of admonishment—like she fully expects Jess to be standing on the other side of the door and not Director Danvers.

Danvers crosses her arms over her chest. “Sharon,” she says coolly.

They stare at each other for a moment before Sharon says, “I texted you.” Her voice is quiet, deflated, but at the same time it’s somewhat accusatory, like she’s just failed a mission and knows the blame isn’t all hers. She brings one hand up to pinch the bridge of her nose. “You never check…” Sharon trails off and shakes her head slightly and Jess can tell that this is an old argument. “ _Why_ did you insist on the burner if you’re never going to check it?” Sharon gestures toward Jess. “ _This_ is exactly what you wanted it for, Carol!”

“I don’t have it with me all the—” Danvers stops abruptly and glances at Jess. Jess hunches her shoulders and tries to get the couch to swallow her. “Excuse us for a moment,” she says. She grabs Sharon by the arm and shuffles her back into the hallway, letting the door close behind them. Jess covers her ears anyway. She doesn’t want to know any more than she already does.

The door opens again and Sharon steps through. For a moment Jess thinks that that’s it, Danvers has left the building and she and Sharon can stumble their way back to less awkward ground, but no. Danvers is still there, jaw clenched, nostrils flared. She looks like a woman who would rather be anywhere else in the world.

 _You and me both_ , Jess thinks.

“Jess?” Sharon starts. “I’m sorry. I didn’t ever want to put you in this position.”

“It’s okay,” Jess says, because it feels like the right thing to say to get Danvers to stop glaring daggers at her.

“I don’t live here,” Danvers interjects sullenly.

Sharon shoots her a look that’s half amused, half exasperated. “You pretty much do.”

Danvers lets out a frustrated breath. “Dammit, Sharon…”

“What?” Sharon spreads her arms. “She’s either okay with it or she’s not. It’s not like you can hide it now.”

“This isn’t a game.”

“No, I know.” Sharon touches Danvers’s hand and Jess feels like she’s just witnessed a car crash. She wants to look away— _needs_ to look away, especially before Danvers notices her—but she can’t bring herself to do it.

“So, uh…” Jess’s voice cracks. She clears her throat. “Don’t tell anyone. Got it.”

“It’s more complicated than that,” Danvers says.

Sharon shakes her head and tilts her body in Danvers’s direction. “I’ve got it, Carol.”

Danvers’s gaze wavers, darting between Jess and Sharon to finally settle on Sharon. “She needs to understand—”

“I’ve got it,” Sharon interrupts. “And as much as I know you’d like to stress your point, I don’t think threatening her into silence is going to be the most productive way to go about this.”

“I wasn’t going to threaten.”

Sharon’s eyebrows lift. Jess can see her mouth turning up in an affectionate smile. She tilts her head to the side slightly. “ _Carol_.”

Danvers’s shoulders drop slightly, a physical sign of her concession. She turns and points in Jess’s direction. “We’re still going to have a conversation about Hoke.”

Jess tries to make herself small. She nods carefully. “Okay.”

“Tomorrow.”

 “Saturday,” Sharon says.

“Sharon—”

“Saturday,” Sharon repeats firmly.

“No work on weekends,” Danvers says, sounding pleased with herself, like she’s just lured Sharon into a trap. “That was your rule.”

Sharon shrugs, as if she doesn’t care either way. “Fine. No weekends. You can ask on Monday.”

Danvers squints. If Jess didn’t know better she’d swear Danvers actually… _enjoys_ letting Sharon win. She turns back to Jess and the pointing finger is back, rigid and assertive. “Saturday.”

Plenty of time for Jess to get ahold of Miles and find out what, exactly, he told Danvers. Because if she can get out of this without bringing up Doctor Octavius, then Jess is going to do it. She offers Danvers a weak thumbs-up.

Sharon holds the door open when Danvers turns to leave. Danvers leans over as she passes Sharon—unconscious and automatic—and Jess thinks for a moment that Danvers is going to kiss Sharon goodbye. Which would be totally natural for a normal person to do, but Danvers is not normal. She’s too no-nonsense to be kissing people—at least, that’s how Jess has always thought of her. Carol Danvers: above all natural displays of human affection. Danvers jerks at the last second, though, as if her brain has caught up with her body, and she glitches her head away from Sharon’s.

“I’ll see you at work,” Sharon says quietly.

“I’ll…yeah.” Danvers stops in the hall and shakes her head. “Work.” She lifts a hand and waves awkwardly as she walks away.

Sharon closes the door slowly. It clicks quietly and she drops back against it with a dull _thump_. Her eyes are up, focused on the ceiling. “Please tell me that was as uncomfortable for me as it was for you.”

“Very much so,” Jess agrees quickly.

Sharon closes her eyes and blows out a loud breath. “If you want to talk about it—”

“No thank you,” Jess interrupts.

Sharon lets out a relived sigh. “Good.” She pushes away from the door and drops a small plastic bag on the counter. “I got you some pain pills.”

“I’m okay right now.”

“They’ll knock you out. Probably better to take one before you go to sleep.” Sharon crosses the room and drops onto the couch next to Jess. She slouches down and pulls a throw pillow into her lap. “This isn’t too weird, is it?”

Jess shakes her head.

“Yeah, right,” Sharon snorts. She sighs again. “Look…you’re an adult. And I know it’s not fair to you—it’s not a secret you should have to worry about, but…if you could not say anything at work…”

“I won’t say anything,” Jess reassures her.

“Thank you.”

Silence falls. Sharon is staring straight ahead and Jess recognizes the look on her face. It’s the one she has whenever she’s so wrapped up in probabilities and scenarios, and Jess can’t help but feel like Sharon is plotting an escape route for when Jess inevitably fails to keep the secret, whether on purpose or on accident.

“What would happen?” Jess asks. “If it did get out…would you be fired?”

Sharon lifts one shoulder. “I don’t know. I don’t think so. It’s not really a problem for me. But with Carol…so far as I know this is uncharted territory. Fury never dated. And Carol hasn’t gone into too much detail, but I know she was actively discouraged from starting a relationship. With anyone.”

“So she’d be fired.”

“It’s a little more high stakes than that, I think.” Sharon’s voice is low and flinty. It occurs to Jess that she might not know as much as she thinks she does about SHIELD’s inner workings. It’s not out of the realm of possibility that the agency would have a dark side.

“You can stay in the guest bedroom,” Sharon says, changing the subject with a pat on Jess’s knee. “Gwen’s going to come by tomorrow with some of your stuff. She said to tell you to text her if you need anything specific.”

Jess winces. “I, uh…I actually need something from SHIELD, too.”

Sharon narrows her eyes suspiciously. “You need a new suit. Don’t you?” 

* * *

 

“Okay.” Sharon runs a hand through her hair. She looks frazzled and nervous and Jess can’t understand why. They managed to co-habitat after the Director Danvers fiasco yesterday. Leaving Jess alone in the apartment can’t be any more nerve-wracking than that. Especially since Jess isn’t going to be doing anything but sitting on the couch.

“Here’s the remote for the TV,” Sharon says. She sets it down on he coffee table in front of Jess amidst the chips and snacks she’s arranged to keep Jess from getting up to eat. “And for the cable…” A second remote joins the first. “This one is for the Blu-Ray, in case you want to watch Netflix or something.”

Jess nods, trying to put Sharon at ease by being agreeable, but she’s pretty sure she’s going to break something the second she tries to turn the television on.

“Okay. Okay.” Sharon turns on the spot, scanning the room for anything else Jess might want access to. “Do you need anything else? What about magazines, I’ve got a bunch of _Wired_ —”

“You’re going to be late,” Jess says.

“I’m dating my boss,” Sharon says distractedly. “I’m allowed to be late.”

“So much for keeping it hush-hush.”

Sharon shoots Jess a lopsided grin. “You’ll call me if you need anything?” she presses.

“Promise.”

“I’m not locking the door so that Gwen can get in. I’m not being too optimistic to think you can take care of yourself if a burglar stops by?”

Jess wiggles her fingers. She might not be able to move, but she definitely has other weapons at her disposal.

“That’s what I thought. Pills, snacks, water—”

“Sharon. Go.”

“I’m just—”

“ _Go._ ”

Sharon holds up both hands. “I’m going.”

Jess is used to being alone. Used to coming up with things to do to fill otherwise eventless days. What she’s _not_ used to is the forced immobility. Sitting on a couch for one hour is boring. Sitting on a couch for an entire day is both mind numbing and inexplicably exhausting.

She flips through a few of Sharon’s magazines before giving in to the temptation of the television. At least, she tries to give in. The screen flips between blue and black, no matter what combination of buttons Jess tries, and she’s about to give up and shut the whole thing off when the front door thumps.

“If you’re a burglar I can beat you up,” Jess calls over her shoulder. “If you’re Gwen please come teach me how to use the TV.”

Something heavy drops on the floor and then Gwen flops over the back of the couch upside down, arms spread. “It’s Gwen,” she announces unnecessarily.

Jess holds up one of the three remotes. “Please help.”

Gwen takes the remote from her and aims it at the television, gripping it awkwardly with both hands as she tries to keep her balance. She pushes a button and the screen goes black.

“That’s what I was doing,” Jess says.

“Shush.” Gwen tries another button. Nothing happens. “You broke it, Jess.”

“Maybe you need this one.” Jess picks up the white remote full of colorful buttons and presses the power button. A white “No Audio Input” begins bouncing across the screen.

“You’re making it worse!” Gwen cries. She makes a grab for the remote in Jess’s hand. Jess holds it high, out of Gwen’s reach, and Gwen topples ungracefully over the back of the couch into an uncomfortable looking contortion of arms and legs.

Jess grins. “No shoes on the couch, Gwen.”

“Help me,” Gwen grunts. Her voice is muffled in the cushions as she struggles to unwind her body without falling off of the couch. Jess nudges Gwen with her knee. Gwen shrieks and tips over the edge, landing with a heavy thump on the floor. She stares up at Jess, her arms spread wide, and narrows her eyes playfully. “Oh, you brat.”

Jess bites back a smile. “Accident.”

“Uh-huh.” Gwen makes a show of crawling back onto the couch, slapping her hands against the cushions and dragging herself up like a rock climber trying to scale a cliff. “Accident my ass.” She grabs a throw pillow and tosses it at Jess’s head.

“Injured,” Jess reminds her quickly.

“Should have thought about that before,” Gwen replies, but she settles for leering threateningly from the other side of the couch. “Give me that remote.”

Jess tosses the remote onto Gwen’s lap.

“What’s the goal here?” Gwen asks. “Are we going for Jerry Springer, National Geographic, what?”

“Anything,” Jess says. “I’m bored out of my mind.”

“Life with Sharon’s a little dull, huh?”

Jess makes a face. She would’ve preferred dull to the Carol Danvers debacle. “I wouldn’t say that.”

“Why, what happened?”

“Nothing.”

Gwen snorts. She’s back to being preoccupied with the television. “Please. I know you better than that.”

Jess gnaws the inside of her bottom lip. She doesn’t need to tell Gwen _everything_ , she reasons. And in the end the desire to have a confidant is just too much of a temptation. “Sharon’s girlfriend came over last night,” she blurts.

Gwen turns slowly to face Jess. “What?”

“Sharon. Has a girlfriend.”

“And she came over last night?”

Jess nods.

“And I _missed_ it?” Gwen wails.

“It really wasn’t as fun as you seem to think it was.”

“Was it totally awkward and uncomfortable?” Gwen’s grin is impish. Jess knows she’s imagining every new way to torture Sharon with this information.

“Very.” Jess pokes her in the knee. “You _cannot_ say anything.”

Gwen’s mouth droops into a pout. “ _What?!?_ ”

“I’m serious. I wasn’t even supposed to tell you.”

“Jessica Drew,” Gwen says in a sing-song voice. She bobs her head to an imaginary beat. “Breakin’ the rules.”

“Please just acknowledge that you heard what I just said.” Jess is imagining the look on Sharon’s face when Gwen lets it drop that she knows about Danvers. And then, even worse, the look on Danvers’s face when Sharon tells her. Jess’s stomach knots uncomfortably.

“What’s the big deal?” Gwen snags a bag of chips from the coffee table and tears into it. “Are you not allowed to be gay if you work at SHIELD?”

“That’s not really the problem—no thanks, I’m not hungry—it’s more like…you’re not…allowed. To date.”

Gwen stops, a chip halfway to her mouth. She uses the chip to point at Jess. “Even you?”

Jess feels heat creeping across her cheeks. She turns her attention to the still blue television screen. It’s safer than looking Gwen in the eye. “It’s never been an issue.”

Gwen doesn’t push the subject, just stares at the side of Jess’s face and chews very slowly. It’s distinctly un-Gwen-like, but right now Jess is more grateful than suspicious. She does not like how vulnerable this conversation makes her feel. Does not want to be reminded of the pile of insecurities that have gotten harder and harder to keep quiet.

“What’re we watching?” Gwen asks, abruptly changing the subject.

Jess shrugs. “You’re the one with TV experience,” she says. She can hear how light and false her voice sounds. She’s not fooling anybody, but Gwen lets her keep the lie.

Gwen snorts. “Obviously I’m better at the watching than the setting up.”

“We could call Sharon.”

“Don’t even joke.”

Jess adjusts her pile of pillows. “Why don’t you like her?”

“I like her just fine,” Gwen says distractedly. “She’s just…very…up—”

The television clicks on and a woman selling a blender blares over the speakers.

Gwen raises both hands over her head. Her eyes are wide and she looks immensely pleased with herself.

“Touchdown,” Jess acknowledges. She holds up a hand for a high five. Gwen slaps her palm enthusiastically. “Good job.” Jess settles back, getting comfortable. “Now turn it down.”

“Yes, your highness.” Gwen turns the volume down and starts thumbing through the channels. “Get ready to melt some brain cells.” 

* * *

 

Sometime after the fourth episode of House Hunters, Jess falls asleep. It’s a combination of pain pills and Gwen’s warmth. Really, Jess is far more comfortable than she has any right to be, scrunched up in the corner of the couch.

The drone of the television is white noise, broken by a quiet voice asking, “How long has she been asleep?”

Gwen’s answer is low and indistinct. Jess shifts and cracks her eyes open.

“Never mind,” Gwen says. “She’s awake.”

Jess rubs her face and stifles a yawn.

“Sharon’s home,” Gwen announces. There’s a notebook in her lap and she’s using one of Jess’s legs as a prop for her textbook. The television is still on but it’s so low there’s no way Gwen can hear it over the hum of the refrigerator. “Did you have a nice nap?”

Jess sits up slowly, careful to not dislodge Gwen’s book. “Yes. Sorry.”

Gwen furrows her forehead. “For what?”

“For being so boring you resorted to homework.”

Gwen shoots her a lopsided grin. “I don’t know what you’re implying, Miss Drew…”

“Uh-huh.”

A door closes down the hallway and a moment later Sharon joins them in the living room. She’s changed out of her work clothes into linen pants and a very faded U.S. Air Force T-Shirt. “How are you feeling, Jess?”

“Fine.”

Sharon opens the fridge. “Are you staying for dinner, Gwen?”

“No thanks.” Gwen uncrosses her legs and begins gathering her school supplies. “This is all feeling a bit too… _domestic_ for me.”

“You’re sure?”

Gwen glances at Jess and Jess isn’t sure why it suddenly feels like she’s supposed to say something. Then Gwen directs her attention to her backpack and the moment is gone. “Cathy and I have a fro-yo date.” She clips her backpack and stands. “But thanks anyway, Mrs. Carter.”

The fridge closes a bit harder than necessary. “Not a Missus, Gwen.”

One step forward, two steps back.

“Text me if I missed anything when I packed,” Gwen says. “I’ll bring it by. Yeah?”

“Yeah. Okay. Thank you.”

“Welcome.” Gwen smiles down at Jess, and it’s…different. Just for a moment, and Jess’s stomach rolls. She looks away quickly before her face gives her away. “Adios,” Gwen says.

Jess nods. “Bye.”

“Have a good night, Gwen,” Sharon says.

“You too,” Gwen pauses at the door and flashes Sharon a smile, and Jess knows: she’s not going to like what Gwen says next. “Tell your lady I said ‘hi’.” And then she’s gone, darting out the door before Sharon has a chance to respond.

Jess buries her face in her hands, waiting for the explosion.

Sharon is quiet for a long time. Too long. Jess chances a peek between her fingers.

“I think I know what we’re going to work on while you’re laid up,” Sharon says slowly. She’s twisting the stem on an apple.

“Withstanding interrogation?” Jess asks weakly.

The stem breaks. Sharon points in Jess's direction. “Bingo.”


	10. Chapter 10

Jess realizes—too late to do anything about it, but not so late she can’t denature into a bundle of nerves—that Miles is not going to reply to her texts. Or return her phone calls.

It’s not really a surprise. The radio silence feels like the equivalent of putting two criminals in separate interrogation rooms. No doubt Director Danvers has hinted at phone taps and high tech, super secret SHIELD electronic surveillance methods to keep Miles from contacting Jess. She has no idea what Miles has told Danvers—if he’s told her anything at all. It’s entirely possible that Danvers has taken out a technological hit on Miles’s phone, blocking any and everything that originates from Jess.

“You don’t have anything to worry about,” Sharon says over breakfast. “Just tell the truth.”

Fine. Good advice. Also something that someone trying a bit of psychological manipulation would say. Jess grimaces. “Thanks for the tip, Good Cop.”

Sharon smiles. It does nothing to relieve Jess’s nerves. She stabs her spoon into her cold oatmeal and sits back on her stool. No point in eating if it’s just going to sit in her stomach like wet cement.

“You want I can make you some eggs,” Sharon says.

Jess raises an eyebrow. She’s been living with Sharon for the better part of a week, and she has yet to see her use the stove for anything other than warming up a can of soup. Coincidentally, it was this same can of soup that led to Jess learning what Sharon called a survival skill: opening a can without a can opener.

“I don’t know if you know this, but you can’t make eggs in the microwave.”

“Listen.” Sharon points her spoon at Jess. “ _I_ don’t know where this sense of humor came from, but I don’t like it.” She’s trying hard to look serious, but she’s not fooling Jess.

Slowly but surely, cohabitation has had a humanizing effect on Jess’s perception of Sharon. There’s less of an urge to tack a “ma’am” at the end of everything she says to Sharon. (Which is an odd urge to have, because it’s not like Jess has ever called Sharon “ma’am” anyway.) It’s just hard to be intimidated by someone when they’re lounging in their sweatpants, eating ice cream, scrolling through an iPad, and casually throwing out answers to _Jeopardy_ questions.

There’s a knock at the door. Jess feels the block of oatmeal in her stomach turn to ice. She must have flinched, tensed, done something to draw Sharon’s attention, because Sharon makes firm eye contact and holds it until Director Danvers knocks again. It’s a look that says _tell the truth_ , but Jess would really rather not. Would it be easier to tell the truth? Yes. Would telling the truth give her a whole new set of problems to deal with? Hell yes. Because telling Danvers why she wanted to find Doc Ock will earn her a one-way ticket to a psyche evaluation.

Sharon slides off her stool and heads to the door. Jess ducks her chin and inhales deeply, trying to settle her nerves before Danvers starts what Sharon has been referring to as “a talk”. Jess has been thinking of it as more of an interrogation. Given the fact that Danvers is wearing one of her work suits, she probably agrees with Jess.

“Morning.” Danvers nods in Jess’s direction. She sets a brown leather work bag on the island before carefully folding and pocketing her sunglasses.

“Did you eat?” Sharon asks. She’s already reaching up into the cupboard for a bowl.

“Yes.”

“I mean besides coffee, Carol.”

“I ate,” Danvers insists. “Sit down, finish your meal.”

Sharon sits. Danvers begins collecting the envelopes and papers Sharon has piled at the end of her island, comfortably clearing a space for herself. She glances toward Jess. “You fed her oatmeal?”

“You could have made breakfast if you’d stayed the night,” Sharon says. Her voice is tinged with casual venom. “So don’t even try making fun of me.”

Danvers colors and pulls her bag forward quickly, busying herself with unbuckling the straps. Sharon has one last barb to throw.

“She’s an adult, Carol. You look ridiculous, trying to tip toe around it.”

Danvers is clearly not going to talk about this. She clears her throat and pulls a black box out of her bag roughly the size of a shoebox. She slides it in Jess’s direction. “Merry Christmas.”

Jess hesitates. She isn’t sure she wants to open it.

“Relax.” Danvers shakes the top off. “It’s just a new suit.”

Jess reaches in with one hand and lifts the suit slightly. It feels heavier, more substantial than her previous suits. The tech department has had fun creating new fibers and giving them to Jess to test run, but this feels thick and no nonsense and Jess likes it immediately. She turns it over in her hands.

“What’s it made out of?”

Danvers snorts. “Don’t ask me. I gave Coburn three days and told him if it ripped he was fired.”

The things you could accomplish when your threats carried weight.

“It’s darker,” Jess says. It’s still a deep red, but there’s a slight difference to the shade. The white, stylized spider stretching across the chest looks flat, like someone’s managed to put a matte finish on fabric.

“It absorbs light. Should help you hide in the shadows a little better.”

Jess folds the suit carefully back into the box. “Thank you.”

Danvers lifts her chin in acknowledgement. She reaches back into her bag and pulls out a manila folder. “So I think in fairness to you, I should tell you that I’ve spoken to Miles.”

“Yeah.” Jess rolls a corner of her new suit between her fingers, needing to do something with her hands to battle the nerves starting in her stomach. “I kind of figured.”

Danvers flips the folder open and begins thumbing through the pages casually. “And Susan Storm”

Well…shit. 

* * *

 

Henry Hoke is not a good man.

Not quite bad enough to register on SHIELD’s radar. He’s definitely not a Norman Osbourne type threat. But he’s bad enough to have had a laundry list of criminal charges mysteriously evaporate. Proof, Danvers says, that he has friends in high places. And, thanks to Jess, they know he’s trying to make more.

“He wants Octavius to build something for him,” Jess says. “I don’t know what it is. They were being careful about that.”

Sharon studies the 5x7 photo of Hoke Danvers has pulled from her file. He’s smiling. It looks like it belongs on a bench advertisement for a law firm. “People like Hoke usually aren’t very good at hiding.”

“I put Ashland on it. I’ll be surprised if we don’t have Hoke by the end of the day.”

“Are you allowed to do that?” Jess glances between Sharon and Danvers. “Just because I say I saw him?”

Danvers fixes her with a hard stare. “Yes.” She slides the photo back into the envelope. “Next subject.”

Jess sees it, and there’s a sense of pride in at least identifying the trap, even though she’s waded well into it by now. Danvers has gotten Jess to let her guard down by focusing on Hoke, making sure Jess knows she did a good job identifying him, establishing a repertoire. Jess knows the main question is coming next—knows that it will make her squirm and scramble and that Danvers will make it all but impossible for her to keep her story straight.

Danvers folds her hands on top of the counter. “Why would Susan Storm tell you about Doc Ock and Hoke, and why didn’t you come to us once she did?”

Jess makes a conscious effort to keep her body still. It’s an awkwardly phrased question—why _wouldn’t_ Sue tell Danvers instead of why _didn’t_ she? It pushes Jess to make assumptions about Sue’s thought process, about her biases, and tha’s dangerous territory.

“I don’t know.”

Danvers lifts an eyebrow. “You don’t know about which part?”

“Why she told me.”

Danvers rubs the pads of her thumbs together. Sharon spins slowly on her stool, turning her back to Jess. She stands and sets her bowl in the sink and then turns on the tap.

“I think you do know, Jessica,” Danvers says.

The word _phone_ has started clattering in the back of Jess’s mind like a cowbell, and with it comes an ice-cold trickle down Jess’s spine. It’s entirely possible that Danvers has looked at her phone records. If she has, then she knows that Jess called Sue first.

So many stupid mistakes.

“She likes me,” Jess tries. “And I don’t think she trusts you very much.”

“Me.”

“I mean…SHIELD,” Jess says weakly. “Not… _you_ , you.”

“All right. Then why didn’t _you_ tell us?”

 _Lots of reasons_ , Jess thinks to herself. _Because you would have stopped me, because I don’t want you to know, because it’s embarrassing, because I hate that I feel like I don’t know who I am and I feel like it’s taking over my life._

She doesn’t answer.

“Whenever you come up with a lie that you think I’ll believe,” Danvers says, “I’m ready.” She leans back on her stool and Jess slumps dejectedly.

Sharon drops her bowl on the dry rack. It clacks against a coffee mug sharply. Sharon turns and wipes her hands on a dishtowel. “I need to talk to you,” she says to Danvers.

Danvers glances over her shoulder, obviously not pleased with being interrupted. “Sharon—”

Sharon is already moving toward the hall that leads to her bedroom. “Now, Carol.”

Danvers is stiff when she pushes away from the island. Her mouth is a thin line, but she doesn’t look at Jess as she follows Sharon into the hall, and for that Jess is grateful.

The bedroom door closes and Jess drops her head into her hands. She takes a deep breath. Danvers has warned her already that having side projects is a good way to get fired from SHIELD. A part of her doesn’t think Sharon would let that happen, but she’s not even sure Sharon would get a voice in that decision.

She hates being in trouble.

Jess pushes her unfinished oatmeal away—the wet grainy smell is making her stomach tight—and pulls her new suit close. It might not be all bad if she gets kicked out of SHIELD. Peter never wanted to be an agent, and he did just fine. He helped plenty of people. And she hasn’t been going out and patrolling as much. If she didn’t have to train or go to work she’d have more time to stop bank robberies or car jackings or—

The bedroom door opens, and a moment later Danvers and Sharon appear under the hall arch. Danvers stops and leans against the wall, arms crossed over her chest. She looks contrite, which is almost as bad as Danvers looking furious, because Jess doesn’t have any reference for dealing with a Danvers that looks… _sorry_.

Sharon continues into the kitchen. She stops at the end of the island and spreads her fingers across the granite like a piano player. “You look like you’re two seconds from running away,” she says after a moment.

“No,” Jess says quietly. She’s not planning on running. Just thinking through her options. Trying to make herself feel better about possibly being cut loose, about failing miserably.

Sharon tilts her head toward the living room. “Come sit. We’re gonna talk.”

Jess slides from her stool. “Am I fired?” she asks. She’s trying for humor, but her voice cracks at the end and it’s all too obvious that she’s terrified that the answer will be yes.

Sharon lifts one corner of her mouth in a gently reassuring smile. She moves toward the couch and Jess follows meekly behind. Sharon sits and pats the cushion next to her before pulling her feet up onto the couch, curling comfortably into the corner. Jess can’t tell if the move is practiced or a genuine attempt at casual.

Jess sits. Her back is uncomfortably straight, her stomach muscles clenched tighter than a fist.

Danvers pushes away from the wall and drops into one of Sharon’s easy chairs. She wraps her hands over the chair’s arms and tilts her head back against the cushion, lifting her eyes to the ceiling, staring at nothing.

“We’re not going to ask any more questions,” Sharon starts. She glances at Danvers before she goes on, apparently unsurprised to find Danvers pretending to have mentally checked out of the conversation. “You didn’t do anything wrong, Jess. You’re not fired and you’re not in trouble, so just…” Sharon reaches out and touches Jess’s leg. “Relax. Okay?”

Jess nods. She can’t, because that horrible sweaty feeling she gets when she’s running late has taken over her body, but she can at least pretend she’s trying.

“I know that I asked you to cut down on patrolling,” Sharon continues. “And at the time, I know that I said I wanted you to limit going out at night so that you got enough rest for training. I figured I had enough idol worship going for me for that to work.” Sharon pauses and smiles slightly and Jess blushes, because apparently Sharon has been able to read her like a book from day one. “I was also more than a little worried about you getting hurt,” Sharon admits. “We’re team people,” she says, gesturing at Danvers, “and we don’t really like the idea of people going into potentially dangerous situations on their own.

“I never expected you to stop completely. But I did want to make it clear that if something ever went wrong, or if you ever just wanted backup, that you had someone to ask.” Sharon stops and glances at Danvers. “That was actually a priority for both of us.”

Jess looks at Danvers cautiously. She sees Danvers jaw clench and her shoulders go rigid and for the first time, Jess is aware of feeling an appreciation for the weight of responsibility Danvers must bear. Not just for Jess, but for every agent under her command.

“I’m sorry,” Jess says quietly. And she is—she was worried about being caught and reprimanded. She never considered the effect her death would have on Sharon, or even Danvers.

“You didn’t do anything wrong,” Sharon insists.

“I did tell you to drop the Roxxon obsession,” Danvers says. She lifts her head and fixes Jess with a slightly less intimidating version of her normal glare.

“I did.” Doc Ock having once worked there is a happy coincidence.

“You don’t have to explain,” Sharon says. “We’re not going to push for why. You’re allowed a private life, and what you decide to share is completely up to you. We’re not going to chain you up and pull out your fingernails until you tell us. But I do want to make it _very_ clear, because apparently I haven’t been doing that, that you can come to me with anything.” Sharon fixes Jess with a firm stare. “ _Anything_ ,” she emphasizes. “If you’re not comfortable sharing, well…that’s fine. The offer stands. I would rather you call me for a ride home if a fight goes south than have you crawl home because you’re worried that I’ll yell at you for getting in a fight in the first place. Okay?”

Jess nods. She’s gone from severe anxiety to acute embarrassment in the blink of an eye, but Sharon’s words are unexpectedly welcome. Jess can feel a warm relief trickle through her veins.

Sharon winks. “The same goes for Carol, even if she won’t say so.”

Danvers lets out a loud sigh. “I’m not going to give you an entirely free slate,” she says. “Some of your decisions might put me in a difficult position."

Sharon rolls her head against the back of the couch until she’s facing Danvers. “You’re ridiculous,” she says with affectionate exasperation.

“What?”

“Just tell her she can call you at midnight for a ride home and get it over with.”

Danvers huffs. “You can call me for a ride,” she mutters grudgingly.

“We want you to be safe,” Sharon says. “And that’s all.” She slaps her hands against her thighs with finality and pushes herself to her feet. “I’m going for a run.” She turns to Danvers. “Do you want to come?”

Jess can tell that Danvers is thrown by the subject change. She blinks up at Sharon. “I’d…need to borrow some clothes.”

“Oh please,” Sharon says. She runs a hand through Danvers’s honey blonde hair, mussing it affectionately as she walks past. “You have a drawer _full_ of clean clothes to wear.” Sharon doesn’t wait for Danvers to answer. She moves down the hall and closes her bedroom door behind her.

Danvers tips her head back and shouts, “I didn’t bring my running shoes.”

“They’re in the back of your car,” Sharon replies, her voice muffled by the door.

Danvers swears and pushes herself to her feet. “I need to figure out a way to break a leg.” She makes eye contact with Jess and pauses awkwardly, her lower half turned to move out of the living room. It’s obvious that Danvers feels the need to say something before she walks away, but Jess can tell from the silence that she has no idea what. “Uh…” Danvers clears her throat. “Look, Drew. About Hoke.”

Jess steels herself. Now that Sharon is gone, Danvers has no reason to play nice.

“I just want you to know that you…you know. You did a good job.” Danvers shoves her hands into her pockets. “And if you…if you want, uh…I can let you know when we bring him in for questioning. If you wanted closure, or…whatever. Something like that.”

Octavius was Jess’s main target and Hoke just happened to be there, but Jess has to admit that listening to the exchange between Hoke and the doctor has piqued her interest. She would very much like to find out what sort of deal the two of them had worked out.

Jess nods. “I’d like that,” she admits quietly.

“Okay. Good.” Danvers pulls her hands from her pockets and rubs her palms together. “I’ll keep you posted.” She turns and heads down the hall quickly and enters Sharon’s room without knocking.

Jess sits back in the couch, her muscles unclenching slowly now that she’s alone. It feels anticlimactic, in a way. Like she’s not even dodged a bullet because the gun was never loaded in the first place.

What she feels most of all is an overwhelming sense of guilt. Maybe she’d been right—maybe if she’d told Sharon about going after Doctor Octavius, (not even _why_ , only that she was planning on doing so,)—Sharon would have tried to stop her. But Jess can’t say for certain, considering the state of her ribs and her lack of information about the memory patterns involved in her cloning, that _being_ stopped would have been such a terrible thing.

Still, she did stumble upon Henry Hoke. And Jess has every intention of rooting herself in that investigation and learning absolutely everything she can from the agents in charge.

And if she happens to help throw a wrench in Doctor Octavius’s plans, well…

So much the better.


	11. Chapter 11

A small team of SHIELD agents brings Henry Hoke in at eight o’clock Monday morning. It’s far too early for Jess. After nearly a week of staying up late and letting herself wake up without an alarm, she’s completely destroyed any semblance of a sleep cycle conducive to work.

Jess clenches her jaw, fighting back another yawn. The last one cracked her jaw loud enough for Sharon to hear, and Sharon had laughed and teasingly asked if she needed to start imposing a bedtime.

“Where did he get the coffee?” Jess asks. She nods toward Hoke on the other side of the one-way mirror. One hand is curled around a Styrofoam travel mug. The other is tapping a nervous rhythm on the interrogation room’s steel table.

“I don’t know. Starbucks, probably. I’m sure there’s some down the hall if you want to—”

The annex door opens and Agent Ashland leans in. He’s one of the senior agents—not as high up as Sharon, but high enough to be the one picking the people to work on assignments instead of being picked. Jess has never been able to tell how old he is. There are flecks of grey in his cropped black hair, but his face is unlined and youthful. “Lawyer’s here,” he says.

“Thanks Terry.” Sharon starts to the door and then stops when she realizes Jess hasn’t moved to follow. “Are you coming?”

Jess glances down at herself. She’s wearing jeans and her sneakers and a pale yellow t-shirt. She’s not officially working, and changing into her SHIELD uniform had seemed unnecessary. “I’m not dressed.”

“Who cares.” Sharon props the door open and gestures with her head for Jess to get a move on. “You can be my intern.”

Henry Hoke’s lawyer is a tall man with a pair of stylish, black-rimmed glasses. His tie is cinched tight against his throat, and he has short ring of hair around a mostly bald head. “David Wagner,” he says, offering his hand to Sharon. He looks mildly irritated, and Jess isn’t sure if he’s irritated with Hoke or Sharon or if it’s just something lawyers learned at law school: to make sure that everyone always felt like they were wasting your time.

“Nice to meet you, Mr. Wagner. I’m Sharon Carter.”

“Ms. Carter.” Wagner touches his glasses, resettling them on his nose. “Can I ask what this is all about?”

“We just have some questions for your client, Mr. Wagner.” Sharon’s tone is even-tempered, like she’s speaking to an aggressive dog, and Jess wonders how long it’ll be before she learns that particular skill.

“I’m sorry,” Wagner snorts. “But if you _just_ had ‘some questions’, I think a phone call would have sufficed, instead of hauling my client away and completely interrupting his work day.”

Sharon nods, but the downward curve of her mouth says she’s absolutely indifferent to what Wagner thinks.

“What sort of questions?”

“We’re tracking a fugitive,” Sharon offers easily, “and there’s been some indication that he may have contacted Mr. Hoke.”

“That’s ridiculous.”

“Mr. Wagner, I’m not accusing your client of fraternization. It’s entirely possible that Mr. Hoke had no idea who this man was, but if our man _did_ contact him, Mr. Hoke might have some valuable information for us.”

Wagner hesitates. His eyes narrow. It’s obvious that he doesn’t believe Sharon for a second. He glances at Jess for the first time since introducing himself. “Who are _you?_ ”

“Intern,” Sharon says smoothly.

“An intern?” Wagner lets out a disbelieving breath through his nose.

“I don’t know how to work the video camera,” Sharon lies easily. “I hope you don’t mind, we have to film the interview. SHIELD policy.”

“No,” Wagner says. He looks Jess up and down. Apparently he finds camera operator a believable occupation. “But I expect a copy.”

“Of course.” Sharon gestures toward the door into the interrogation room. “You can sit with your client, or you can join us in the annex.”

“I thought you were doing the interview.”

“I’m just the supervising agent. Agent Ashland is the agent in charge. He’ll be with you in a moment.”

Wagner nods, though he doesn’t look happy with the arrangement, and enters the interrogation room. The door clicks shut behind him, locking automatically to prevent any attempt at escape. There’s no door knob on the inside—anyone wanting to get out has to either be let out or strong enough to break out. With SHIELD, the latter’s not really all that far-fetched.

Sharon cracks her knuckles and turns toward Jess. Her stone mask is gone, replaced by the normal Sharon face, and Jess can’t really believe how fast Sharon can flip between the two.

Sharon’s eyebrows pull together when she realizes Jess is staring. “What?”

“You’re like a robot.”

Sharon scoffs. “Way to make me feel good, Jess.”

“It’s not a bad thing.” Jess follows Sharon back into the interrogation room’s annex. “ _I_ can’t do it.”

“Do what?”

“You know.” Jess gestures indistinctly. “The whole, ‘thank you for being here today, Mr. Wagner. Your client’s not in trouble, we just want to ask him a few questions’ thing,” she says. She tries her best make her voice smooth and unaffected, but she’s pretty sure she just sounds wooden.

“Oh. The Spock thing.” Sharon leans against the one-way mirror’s shelf, watching as Wagner adjusts his chair. Jess hears Wagner greet Hoke carefully, his voice is muffled by the glass. There’s a switch to the left of the mirror to turn on the annex’s speakers. The speakers are connected to one of the microphones hanging from the ceiling. They’ll be able to hear the interview perfectly just as soon as Ashland decides Hoke and Wagner have been waiting long enough. The other microphone leads directly to the camera embedded in the wall above the mirror. Jess really hopes Sharon was lying about using the camera, because she has no idea how to use it.

“Spock?” Jess repeats.

“Yeah.” Sharon glances at her. “You know. Star Trek?”

Jess shrugs and shakes her head.

Sharon clucks her tongue. “Better tell Gwen to add that one to the list.” She straightens and crosses her arms over her upper abdomen. She’s quiet for a moment, watching Hoke and Wagner interact, and then: “Speaking of Gwen. Are you doing anything with her for her birthday?”

The question throws Jess so completely it takes her a moment to confirm that she has, in fact, heard it correctly. Birthday? She doesn’t even know when Gwen’s birthday _is_. Birthdays don’t really come up that often come up when your _birth_ is being cut out of a giant plastic sac full of plasma and water and electrolytes.

“Birthday?” Jess repeats. She means for it to sound leading, like maybe she’s forgotten and Sharon should feel free to remind her when it is, but she can hear the panic in her own voice. She can’t help it, because this feels like something she should know already.

 

Sharon turns to face Jess. “Birthday. Yes. Gwen’s birthday.” She raises her eyebrows. “It’s Friday.”

“Why do you know that?”

“She came with us to the med bay. Everybody that comes in here gets a file. I filled out the paperwork for her.” Sharon shrugs. “It was close, so I remembered the date.” She tilts her head, studying Jess carefully. “It’s not that big of a deal to forget, Jess. Just as long as you don’t miss it.”

“I didn’t forget,” Jess admits. “I never even asked.”

“Ah.”

Jess drops her head forward. It clunks dully against the mirror. “I suck at being a friend,” she mutters. She hates the feeling of playing catch-up. It’s just another reminder of the giant gap of twenty years of _nothing_ that everyone else her age has filled with learning how to be social.

Sharon lets out a quiet laugh. “You are _way_ too hard on yourself. It’s not like you’re supposed to ask ‘when’s your birthday’ the second you meet someone.” Sharon pauses. “I’ve never even asked when yours is, have I?”

“No,” Jess admits.

“When is it?”

“Take a guess.”

Sharon quirks an eyebrow. “There are 365 days in a year. I don’t play that game.”

“No, I mean…” Jess pushes away from the mirror and turns, pressing her back against the cool glass and pushing the heels of her palms into the shallow ledge. “Literally, just…take a guess. I don’t know when it is, either. So a guess is probably good enough.” The topic has made her uncomfortable, and she lifts one shoulder in what she hopes is a nonchalant shrug. _I don’t mind not having a birthday_ , she hopes her body language is saying. _Birthdays are for normal people, and I’m not normal, but please, please, please, don’t feel bad for me._

Sharon is quiet for a long time. “I’m sorry,” she says. “I wasn’t thinking.”

Jess shrugs again. “S’okay.” She can see Sharon watching her out of the corner of her eye. Jess stares down at her feet, pretending to be interested in the scuffmarks crisscrossing the toes of her shoes. She feels like this conversation—casual at first, and then progressively more serious—has forced her to show her hand, at least a little bit. How much of a leap could it possibly be, to realize how many questions Jess doesn’t have answers to, and then draw the connection to her secret visit with Doctor Octavius?

If Sharon has her suspicions, she doesn’t get the chance to voice them. Agent Ashland enters the interrogation room and introduces himself. He apologizes for keeping Hoke and Wagner waiting, and Wagner makes a muffled comment about having things to do and can we get on with it, please. Sharon flicks the annex’s speakers on, effectively ending their conversation before Jess is forced to answer any questions she’d really rather avoid, and Jess has never been so happy to listen to a grown man lie through his teeth in her life. 

* * *

 

Jess is making annotations on Ashland’s notes for Sharon—just little things that she knows for sure, ("for _sure_ , for sure, though, Jess,) Hoke lied about—when Sharon offers her the car keys.

“You don’t have to hang around here all day. I can get a ride home with Carol.”

“I don’t know how to drive,” Jess admits. She’s never been inclined to learn, either. It’s New York. She can swing across four blocks before most cars can move one.

“I can take you home, then.”

Jess shrugs. “I can take the bus. Or the subway. I learned how a while ago.”

Sharon hesitates. “Are you sure?”

Jess nods. She hasn’t been outside for almost a week, and it’s really only been the past two days that Sharon has let her even move around. Jess can appreciate needing to rest to give her bones a chance to heal, but sitting all day, every day, is making her more than a little stir crazy.

Sharon hesitates again. She looks to be on the verge of saying no, she’ll just take Jess home, but when she finally speaks its only to ask Jess to text her once she makes it home.

"Promise," Jess says. She holds up three fingers. "Scout's honor."

It's not until Jess is tracing her finger over the subway map, trying to find a stop relatively close to Sharon’s street—or at least close to a bus route that will take her to Sharon’s street—that she realizes just how easy it would be to ride to NYU. She can’t deny that the conversation with Sharon about Gwen’s upcoming birthday has unnerved her. She doesn’t ask questions, content to let Gwen provide the information on her own, because if she doesn’t ask questions she’s not obligated to provide her own answers. And it’s always Gwen who makes the trek from her dorm to Jess’s apartment to hang out. Jess can count on one hand the number of times she’s been to Gwen’s campus. Yes, she’s offered to take turns visiting Gwen, and yes, Gwen has always turned her down because her room is too small and she doesn’t mind the trip, but Jess can’t help but feel like there’s a ledger that she needs to at least attempt to make even.

Jess buys a MetroCard, already dreading the line switch she’ll have to make, because she’s pretty sure she’s going to mess it up; she’ll go too far and not be able to figure out how to get back. She texts Sharon, letting her know that she’s not going straight to the apartment and that she might call again in four hours, lost in New Jersey…

Her fears are relatively unfounded. Most of the people riding the southbound subway at eleven o’clock on a Monday appear to be college students riding to campus for their afternoon classes. It’s not a hard thing to follow the group of backpacks from one train to the next, and then up and out of the subway station. Above ground, Jess has a much better idea of where she is. She spent a good deal of time wandering around on foot the first time she tried to find Gwen’s dorm. She takes a right on Mercer Street, past the NYU sports center, and tries not to think about just how inefficient walking is when swinging would get her to Washington Square Park in less than five minutes.

The park is littered with people pushing strollers and students relaxing in the sun. Some are doing work, trying to keep the pages of their notebooks from flipping in the light breeze that ruffles the grass from time to time. Others are lying on their backs, dozing with their textbooks over their faces to keep the sun out of their eyes. Jess slides onto the first open bench she finds and pulls out her phone. Really, she should have messaged Gwen before she got on the subway—just in case Gwen is completely busy and can’t take the time to meet up—but every phrasing of “can I come over” felt awkward. And, if she was completely honest with herself, she liked the idea of surprising Gwen too much to pass up the opportunity.

She texts Gwen. _Where are you?_

It’s what Gwen says whenever she’s decided to drop in on Jess, and it usually means one of two things: _I’m on my way, so if you’re not home you’d better get there_ , or _I’ve been at your loft for an hour and I need you to come back and entertain me, please_.

Jess settles back against the bench, hoping that Gwen takes the hint, and watches a pair of pigeons stalk a cracker eating toddler around the central fountain.

Her phone buzzes a few minutes later. _Are you here?_

_Yeah, in the park by the fountain._

Gwen sends her a smiley face, then: _Give me 20 minutes._

Jess sees her first, weaving through the group of people posing for pictures in front of the arch. Her blonde hair is knotted in a bun that’s failed to keep some the shorter strands of her bangs from wisping out away from her head. Gwen’s wearing sunglasses, and Jess can’t tell if Gwen’s noticed her or not until Gwen’s face breaks into a broad smile. She lifts one arm in greeting and Jess can’t ignore the happy flip flop in her stomach.

Gwen punches Jess’s shoulder lightly just as soon as she’s close enough. “What are you doing here?”

“I had to go into headquarters to watch an interrogation, so I figured…” Jess shrugs and smiles shyly. “Might as well go ask Gwen what kind of cake she wants for her birthday.”

Gwen’s smile fades from genuine to forced, and in less than a second Jess’s good feeling evaporates. Something’s wrong.

“What is it?” Jess asks cautiously.

“What’s what?”

“What’s wrong?”

Gwen pulls the corners of her mouth down and raises her eyebrows. She shakes her head, as if she’s puzzled by the question. “Nothing’s wrong. Why?”

“You just…” Jess hesitates. Gwen sounds more than a little defensive. “You looked upset for a second.”

Gwen laughs quietly through her nose. “I think you’ve been spending too much time studying body language or facial expressions or whatever,” she says. She shoves her hands in her pockets and sidesteps Jess, heading away from the central plaza.

Jess can tell the difference between actual humor and an attempt at deflection, especially when it comes to Gwen. Actually, Gwen might be the _only_ person Jess knows well enough to confidently make that distinction just by listening to the tone of Gwen’s voice. Gwen seems intent on dropping it, though, and Jess isn’t the type to push. She falls into step with Gwen.

They walk in silence. There’s a briskness to Gwen’s step that doesn’t lend itself to causal conversation.

“So what’s the plan?” Gwen asks suddenly. “What are we doing, anyway? Where are we walking?”

“I don’t know,” Jess admits. She wasn’t planning on anything specific. She just knows how happy it makes her to spend time with Gwen and thought she’d repay the favor. Jess keeps her eyes down, afraid of catching a look of exasperation crossing Gwen’s face when she glances in Jess’s direction.

“So we’re going to walk around the park all day?”

“No.” Jess stops. “Look, if you have a paper to write, or if you have to study, it’s fine. I can go.”

“Oh yeah.” Gwen snorts. “You come all the way over here and I tell you to just go home. That’s real nice.”

“What’s with you?”

Gwen shakes her head and looks away, glaring down the path. “Nothing.”

“I’m not stupid, Gwen.”

“Okay, well, what?” Gwen rounds on Jess. Any attempt to mask her anger has been abandoned. Her forehead is furrowed and her nostrils are flared, and she gestures to the park at large with a sharp flourish of her arm. “You think I just have all day to walk around a park?”

“No.”

“Because I _don’t_ ,” Gwen grits. “I have stuff to do.”

Jess looks away. She can feel heat creeping across her face. She hates feeling embarrassed. “You could have said.”

“You should have _asked_.”

The double standard is glaringly obvious. Gwen has never asked if Jess is busy, or if Jess is home, or if Jess would rather just be alone for the day. She’s never asked permission to come over, only asked when Jess would be home, and Jess…Jess is too lonely—too isolated from any other consistent friendly contact—to even consider telling Gwen to go home.

Jess ducks her head, trying to hide her face. She clenches her jaw tight and fights back tears. Her mistake, now that she thinks about it, was in assuming that Gwen would be just as happy as Jess to see a friend. But Gwen didn’t live alone, and Gwen didn’t avoid human contact. Gwen had a roommate and college friends and she didn’t rely on one person for social contact the same way Jess did.

Even so, she won’t be Gwen’s punching bag.

“I’m sorry.” Jess lifts her head once she’s sure any hint of tears has faded. “I should have texted first. Or called.” She shrugs. “You’re busy and I’m distracting you, so I’m going to go. I’ll see you later.”

Jess takes a step away and then stops. She turns back to Gwen. “In case I don’t see you…Happy Birthday.” She walks away. She can feel Gwen’s eyes on her back, and Jess pushes her hands as deep as she can into her pockets.

She hears Gwen call out after a moment, soft and reluctant: “Jess.”

Jess doesn’t stop. Gwen’s voice is quiet and wouldn’t be inconceivable, to say she didn’t heard Gwen say her name.

Gwen calls after her again, louder this time, and Jess turns around.

Gwen is still facing her left, as if Jess is standing next to her instead of twenty feet behind. Jess can see her fidgeting and working her jaw back and forth.

“I’m sorry,” Gwen says finally. “This isn’t a very good week for me.”

“You have school. I shouldn’t have just—”

“No,” Gwen interrupts quickly. She looks down and scuffs the toe of her shoe against the pavement. “That’s not…that’s not what I meant.” Gwen falls silent.

Jess waits.

“It has nothing to do with you,” Gwen says. She looks up and meets Jess’s gaze earnestly. “I just mean…personally, it’s not a good week. It has nothing to do with you,” she emphasizes. “I was happy to see you.”

“Was,” Jess repeats.

Gwen walks to the edge of the path and drops onto a bench. She leans forward, rests her elbows on her knees, and buries her face in her hands.

Jess waits for Gwen to lift her head and continue the conversation. When she doesn’t, Jess approaches cautiously.

“Who told you it was my birthday?” Gwen asks miserably. Her voice is muffled.

“Sharon,” Jess admits. “She saw it when she was making your file.”

Gwen lets out a choked laugh and looks up. Her eyes are wet and her nose is red, and Jess feels her stomach drop. Whatever she was expecting, it wasn’t for Gwen to be crying.

Gwen wipes the back of her hand against her eyes. “I have a file?”

Jess fidgets, uncomfortable with the casual tone of the conversation when Gwen is _crying_. “Just a little one.”

“My dad would be so proud,” Gwen says, and then her face crumples.

Jess has seen Gwen struggle with talking about her parents before. She’s watched the internal battle between expressing emotion and sliding a mask in place, and more often than not the mask wins.

Not this time.

It’s like watching a mountain climber lose their grip and slip, slip, slip, clawing for a handhold only to have the rock break off in their hand.

In the blink of an eye the dam bursts and tears are streaming down Gwen’s face unchecked. She drops back heavily, shaking the bench, and tilts her head back over the top slat of the bench’s backing. Gwen covers her face with both hands. Her shoulders shake with silent sobs.

Jess has never felt so useless in her life. She stands awkwardly, watching Gwen struggle to compose herself, not really sure if she should attempt to comfort Gwen or if Gwen would even appreciate the gesture.

Gwen’s shaking begins to subside. She takes a deep breath and says, “ _Shit_.” Her hands are still covering her face, and she drags them down slowly, revealing a blotchy complexion and tear stained cheeks. Her eyes are fixed on the tree branches stretching out above.

“Are you okay?” Jess asks carefully.

Gwen nods slowly, her head jumping as it rolls against the bench.

Jess joins Gwen on the bench, carefully keeping some distance between them.

They sit in silence. Jess picks at her cuticles nervously.

“How are your ribs?” Gwen asks. Her voice is dull, as if crying has drained her of all energy.

“They’re okay.” Jess twists the hem of her shirt between her fingers. “The stitches itch. They come out next week, though, so…” Jess stops herself, recognizing the signs of imminent nervous rambling, and chances a glance at Gwen. Gwen is still staring up at the sky, eyes unfocused and glassy. Jess knows her head is somewhere else, and maybe Gwen doesn’t want to talk about it, but she should still know that Jess is willing to listen.

“We can talk, you know,” Jess’s voice is quiet. “You don’t have to pretend everything is perfect all the time.”

Gwen doesn’t answer.

A jogger passes them, his feet slapping the pavement rhythmically. Jess can hear the tiny sound of music blasting through his headphones.

“I hate this week,” Gwen says suddenly. “You’d think it would be bad leading up to when my dad died. I mean, just about every cop that knew him calls me or sends me a card, and I don’t…” she sniffs and shakes her head. “I don’t care. I mean…I care that he’s dead,” she clarifies. She lifts her head but doesn’t look at Jess, choosing instead to stare straight ahead at the trees lining the path. “I just don’t care about the day it happened.

“But my _birthday_.” Gwen lets out a short breath. “God, I hate my birthday, Jess. It’s just this…this yearly reminder that my parents are dead. It’s like my brain says, ‘okay, we won’t think about this for a 358 days, but for those last seven, we’re gonna be a freaking mess.’” Gwen lifts her hands and drops them helplessly against the bench with a wooden _thunk_.

“I walk around and I feel like people can see it written across my forehead. Just big bold letters—” Gwen draws an index finger across her forehead. “No parents.” She wipes at her nose with the back of her hand.

“And May tries to help, but she can’t, really, and she knows it, because she’s still not over Peter and Ben, and I just make her sad again.” Gwen closes her eyes.

Gwen’s voice shakes, and Jess can’t help it. She reaches out and touches Gwen’s leg, just above her knee. The contact seems to snap Gwen out of her daze. She jumps. She opens her eyes and then turns to look at Jess. Jess has never seen Gwen look so small. Fresh waves of tears tremble just above Gwen’s eyelids.

“I just want my mom and dad,” Gwen whispers. A tear spills over, trickling down Gwen’s cheek. Jess reaches up to wipe it away carefully. She’s not entirely sure where the confidence to do so came from, only that she hates that Gwen is hurting.

Gwen drops her head onto Jess’s shoulder and crosses her arms over her chest. She pulls her feet up onto the bench, folding her legs awkwardly to fit and pressing her weight more firmly into Jess’s side.

“I’m sorry I was horrible to you,” Gwen murmurs.

“I’m sorry I didn’t tell you I was coming.”

Gwen laughs wetly. “I don’t care. I was excited to see you. I thought you’d distract me from my pity party for a little bit.”

“And then I just reminded you.”

“And then I was a bitch for no reason.” Gwen adjusts her position, moving her head more firmly onto Jess’s shoulder. “Don’t be a martyr, Drew. I was a snot.”

“I can take it.”

“Yeah, well, you have permission to give it back sometimes, too. I gotta say, though, the puppy dog eyes do wonders for a guilt trip.”

Jess is about to deny having puppy dog eyes. It feels like they’re back on familiar ground, working their way back to playful teasing, until Gwen reaches around Jess’s waist and grabs her left arm and pulls it across both of their bodies.

“I need a hug,” Gwen says. It’s soft, her voice teetering again on the brink of emotion.

Jess rests her hand on Gwen’s bicep awkwardly. She’s not really a hugger, but she works her right arm out from where it’s pinched between her side and Gwen. She wraps her arm around Gwen’s back and grabs her left wrist and tightens the embrace and tries to force herself to relax.

“You’re not allowed to let go until I say so,” Gwen says. She burrows closer, closing the open space left by Jess’s right arm, and Jess is grateful to at least have the pressure of figuring out when to let go alleviated.

Gwen is quiet after that, and Jess is content to leave her alone with her thoughts. Her own brain is working in overdrive, zapping every hint of self-consciousness before it has a chance to take root.

Right now Gwen needs her. That’s enough to nip most any of Jess’s neuroses about personal space and confusing feelings right in the bud.


End file.
